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Every single day, we trust in a myriad of ways. Every single day trust brings us many opportunities. To enrich our knowledge. To strengthen our determination. To elevate our self respect. It allows us, our partners and our customers to thrive through healthy collaboration. To be trusted is the most valuable compliment that keeps us going. To make this trust unbreakable we have worked at reinforcing its foundation. Every single day.
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Table of contents 3
01
Corporate information
02
Corporate history
03
Top 30 shareholders
6
04
Performance at a glance
7
05
Chairman’s message
06
Board of directors
10-13
07
CEO & JMD’S message
14-15
08
Deputy CEO’S message
16-17
09
Unbreakable trust
18-25
10
Corporate Social Responsibility
26-35
11
Awards & Honours
36-37
12
Directors’ report
39-67
13
Management Discussion & Analysis
68-75
14
Report on corporate governance
76-91
15
Secretarial audit report
92-93
16
Standalone financial statements with Auditors’ report
17
Consolidated financial statements with Auditors’ report 149-191
18
Circle offices
4-5
8-9
94-148
BHARTI AIRTEL ANNUAL REPORT 2008-09
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Unbreakable trust
“ The glue that holds all relationships together - including the relationship between the leader and the led is trust, and trust is based on integrity.” - Brian Tracy
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Corporate information Board of directors Sunil Bharti Mittal Chairman and Managing Director Manoj Kohli CEO & Joint Managing Director
Statutory Auditors S. R. Batliboi & Associates, Chartered Accountants
Auditors - US GAAP Ernst & Young
Non-executive directors Ajay Lal Akhil Gupta Arun Bharat Ram Bashir Abdulla Currimjee Chua Sock Koong Craig Ehrlich Nikesh Arora Mauro Sentinelli N Kumar Paul O’ Sullivan Pulak Chandan Prasad Quah Kung Yang Rajan Bharti Mittal Rakesh Bharti Mittal Group General Counsel & Company Secretary
Internal Auditors Price Waterhouse Coopers Private Limited
Registered & Corporate Office Aravali Crescent, 1, Nelson Mandela Road Vasant Kunj, Phase - II New Delhi – 110 070 Tel: +91 11 46666 100 Fax: +91 11 41666 137 E-mail:
[email protected]
Website http://www.airtel.in
Vijaya Sampath
BHARTI AIRTEL ANNUAL REPORT 2008-09
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02
Corporate history
Each year of our existence has been marked by historic and far reaching milestones including many ‘firsts’, all of which have been stepping stones to our success and performance. A brief history of the Company’s major events is summarized below:
• Mobile services under the brand name ‘Airtel’ launched for the first time in Delhi and Himachal Pradesh
1995 1996
• British Telecom Plc (BT) acquires a stake in the Company
1997 1998
establish
seek
explore
trust
• Is the first private telecom service provider to obtain a license for landline telephony in Madhya Pradesh • Incorporation of Bharti BT VSAT Ltd. for providing VSAT solutions across India and Bharti BT Internet Ltd.
imagine
innovate
2001 2002
envisage
reach
dream
• IndiaOne, India’s first private sector national and international long distance service launched • Eastern foray through acquisition and new licenses for eight new circles across India • India’s first private submarine cable landing station in a joint venture with SingTel • Initial Public Offering (IPO) through India’s first 100% book-building issue • First private operator to offer basic telephone services in Haryana, Delhi, Tamil Nadu and Karnataka
1999 2000
• The largest private sector telecom operator in India after acquiring JT Mobile for providing cellular services in Punjab, Karnataka and Andhra Pradesh • Acquires Skycell, Chennai and expands its South Indian footprint • Singapore Telecommunications Ltd. (SingTel) acquires Telecom Italia’s equity stake in the Company
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2001 2003
• Joins the US$ 1bn revenue club • Strategic partnerships with IBM and Ericsson for outsourcing of the Company’s core IT and network activities • Acquires a controlling stake in Hexacom, the leading mobile operator in Rajasthan and holding a license to offer services in the North East • Becomes part owner in SEA-ME-WE-4, a 20,000 km next generation cable system connecting India with South East Asia, the Middle East and Europe • First private operator to launch mobile services in Jammu and Kashmir • Founding member of the Bridge Mobile Alliance, a consortium of seven leading mobile operators in the Asian region
2005 2006
• All-India footprint with the launch of mobile services in Assam • Vodafone acquires 10% economic interest in the Company • Becomes India’s largest integrated private operator based on the total customer base
inspire
team
2006 2008
wisdom
pursue
discover
redefine
achieve
growth
• Profit crosses US$ 1bn • Receives license for providing 2G and 3G mobile services in Sri Lanka • Launch of ‘Airtel CallHome’ service, a calling card service for countries aimed at the Indian diaspora • Strategic partnership with Google, enabling search through mobile phones • Strategic tie-up with Microsoft and becomes the first telecom operator to offer Microsoft Windows Mobile 5.0 technology • Facility Based Operator license in Singapore, enabling the Company to operate international carrier facilities from Singapore • Joins international consortia of leading telecom companies to build 3 high bandwidth submarine cables AAG, I-ME-WE and Unity • Receives US$ 1.275 bn investment from leading international investors in Bharti Infratel, a subsidiary established with the aim to provide passive infrastructure services to all mobile services operators in India
BHARTI AIRTEL ANNUAL REPORT 2008-09
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03
Top 30 shareholders HOLDERS*
%
1
Bharti Telecom Limited
45.30
2
Pastel Limited
15.58
3
Indian Continent Investment Limited
6.27
4
Life Insurance Corporation of India
4.23
5
Europacific Growth Fund
1.68
6
Fidelity Management and Research and Funds
1.26
7
Copthall Mauritius Investment Limited
0.97
8
JP Morgan Asset Management and Funds
0.98
9
ICICI Prudential
0.82
10
Emerging Markets Fund
0.73
11
Skagen Funds
0.59
12
Bajaj Allianz Life Insurance Company Limited
0.51
13
Schroder Funds
0.48
14
T Rowe Price
0.43
15
Capital International
0.38
16
Deutsche Securities Mauritius Limited
0.36
17
Merrill Lynch
0.36
18
UTI Mutual Fund
0.33
19
Mavi Investment Fund Limited
0.32
20
Government of Singapore Investment Corporation
0.29
21
SBI Life Insurance Company Limited
0.29
22
PCA India
0.28
23
Birla Sun Life Mutual Fund
0.27
24
Coment Mauritius Limited
0.27
25
Franklin Templeton Funds
0.27
26
Norges Bank A/c Government Petroleum Fund
0.27
27
Lotus Global Investments Limited
0.26
28
Aberdeen Asset Managers
0.25
29
M and G Investment Management Limited
0.24
30
Pru India Equity Open Limited
0.24
TOTAL
84.51
*Different funds/entities under the same group have been clubbed together Data as on April 24, 2009
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04
Performance at a glance PARTICULARS
UNITS
Total customer base Mobile Services Telemedia Services
Full year ended March 31, 2004
2005
2006
2007
2008
2009
7,141 6,504 637
11,842 10,984 857
20,926 19,579 1,347
39,013 37,141 1,871
64,268 61,985 2,283
96,649 93,923 2,726
Rs. mn Rs. mn Rs. mn Rs. mn Rs. mn
50,369 17,055 14,363 5,527 5,837
81,558 30,658 28,219 15,832 12,116
116,641 41,636 40,006 23,455 20,279
184,202 74,407 73,037 46,784 40,621
270,122 114,018 111,535 73,115 63,954
373,521 152,858 135,769 85,910 78,590
Rs. mn Rs. mn Rs. mn
49,146 42,292 91,438
53,200 41,171 94,371
73,624 41,738 115,362
114,884 42,867 157,750
217,244 40,886 258,130
291,279 84,022 375,301
% % % % Times Times Rs. Times Rs.
33.9% 11.6% 12.0% 9.9% 2.48 5.24 26.52 0.86 3.15
37.6% 14.9% 23.7% 15.7% 1.34 9.65 28.70 0.77 6.53
35.7% 17.4% 32.0% 21.5% 1.00 17.45 38.87 0.57 10.78
40.4% 22.1% 43.1% 31.6% 0.58 26.47 60.59 0.37 21.43
42.2% 23.7% 38.5% 33.3% 0.36 29.51 114.46 0.19 34.23
40.9% 21.0% 30.9% 30.7% 0.55 30.38 153.45 0.29 41.40
000’s 000’s 000’s
BASED ON STATEMENT OF OPERATIONS
Revenue EBITDA Cash profit from operations Earnings before tax Profit after tax BASED ON BALANCE SHEET
Stockholder’s Equity Net Debt Capital Employed KEY RATIOS
EBITDA Margin Net Profit Margin Return on Stockholders Equity Return on Capital employed Net Debt to EBITDA Interest coverage ratio Book value Per Equity Share Net Debt to Stockholder’s Equity Earnings per share (Basic)
The financials provided in the table above are derived from amounts calculated in accordance with IGAAP consolidated financial statements and this information is not in itself an expressly permitted GAAP measure.
REVENUE (Rs. mn) 373,521
FY09
270,122
FY08
184,202
FY07
116,641
FY06
81,558
FY05 FY04
50,369
PROFIT AFTER TAX (Rs. mn) 78,590
FY09
63,954
FY08
40,621
FY07
20,279
FY06 FY05 FY04
12,116 5,837
30.5% 33.3% 31.6%
FY08 FY07
21.5%
FY06 FY05 FY04
15.7% 9.9%
NET DEBT TO EBITDA (Times) 0.55
FY09 FY08 FY07 FY06 FY05 FY04
0.36 0.58 1.00 1.34 2.48
BHARTI AIRTEL ANNUAL REPORT 2008-09
RETURN ON CAPITAL EMPLOYED (%) FY09
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“ Thanks to consistent support from our partners, our businesses have scaled up significantly and added new revenue streams. As the market matures further, we expect more opportunities to come our way. Our strong market leadership position, along with unshakeable customer trust built over the years, should enable our empowered leadership team to make the most of these opportunities. I look forward to another successful year.”
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Chairman’s message Dear Shareholders,
The history of your Company is marked with some memorable years. However, the past year was, without a doubt, transformational in many respects. Our focus on spreading the benefits of telecommunications in rural India has yielded particularly gratifying results. With our country-wide network and targeted initiatives, such as the joint venture with IFFCO, we are touching and transforming the lives of people and making a positive impact across rural India, in unprecedented ways.
Even as major economies around the world grappled with a severe recession, India experienced a relative slowdown but remained a rare oasis of growth. Our 6.5% GDP growth in 2008-09 is the slowest since 2003, but still robust and remarkable in comparison. The telecom sector continues to play an important part in the Indian growth story. Your Company, with 100 million customers, is eminently placed to leverage the benefits of the strong customer trust that we have been able to build. The addition of new services such as DTH and IPTV will ensure Airtel retains and further strengthens its brand leadership.
As a first step towards pursuing our international aspirations, we commenced operations in Sri Lanka. The runaway success of the launch has justified our conviction that the Airtel business model can be effectively and profitably replicated in other countries. We are determined to pursue our international strategy going forward. In the near future India is likely to witness plenty of action as new players and new technologies, including 3G, enter and significantly influence market dynamics. 3G technology has data capability and will play an important role in bridging the digital divide by taking wireless broadband to even the remotest corners of the country. The government has already formulated guidelines for the auction of 3G spectrum and your Company will be bidding for allocation of additional spectrum when the process is finalized.
Employees have always been at the centre of our endeavour. I would like to express my appreciation for their continuous commitment to our success. During the course of the year, we have undertaken key apex-level organisational changes in order to manage future growth opportunities, leverage scale and build the cost synergies of ‘One Airtel’. I believe our management team has the leadership capability to take Bharti Airtel to the next level. In the course of running its business, Bharti Airtel touches millions of lives in positive ways. We remain eager to keep changing lives, even beyond the domain of our business. The Bharti group has established Bharti Foundation, which is focused on providing quality education to underprivileged children in rural India. The Foundation is well on its way toward realising its goal of schooling 100,000 children. I am happy to note that an increasing number of our employees are participating in this programme, both through financial contributions and volunteering Francis Heng and Kurt Hellstrom have retired from Bharti Airtel’s Board. I thank them for their valuable counsel and guidance during their tenure. At the same time I welcome our new members Craig Ehrlich, Nikesh Arora and Quah Kung Yang who have joined as non-executive directors. I am also delighted to inform you that Manoj Kohli has joined the Board as executive director.
Sunil Bharti Mittal Chairman and Managing Director
BHARTI AIRTEL ANNUAL REPORT 2008-09
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Board of directors SUNIL BHARTI MITTAL Sunil is Chairman and Managing Director of Bharti Airtel Ltd. He is Member of the Indian Prime Minister’s Council on Trade and Industry and serves on the Board of the International Telecommunication Union (ITU), the leading United Nations Agency for Information and Communication Technology. Sunil is a Trustee of the Carnegie Endowment for International Peace. He is Past President of CII, the Confederation of Indian Industry (2007-08) and was Co-Chairman of the World Economic Forum in 2007 in Davos. He is a member of the Forum’s International Business Council. Sunil is a member of the Board of Governors of IIM, Lucknow and IIT Mumbai. He co-chairs the Bharti School of Telecommunication Technology and Management at IIT Delhi. He is also a member of the Harvard Business School India Advisory Board and the INSEAD Global India Council. Sunil Bharti Mittal has been honoured with one of India’s highest civilian awards, the Padma Bhushan. He is the Honorary Consul General of the Republic of Seychelles in New Delhi, India. Sunil is an Honorary Fellow of The Institution of Electronics and Telecommunication Engineers (IETE). The degree of Doctor of Science (Honoris Causa) was bestowed upon him by the G.B. Pant University of Agriculture & Technology (India). He is also an alumnus of Harvard Business School (USA). He is a Trustee of Bharti Foundation, which is dedicated to the promotion of education and child welfare.
MANOJ KOHLI Manoj is the CEO & Joint Managing Director of Bharti Airtel Ltd. Prior to joining Bharti he worked with DCM (where he started his career in 1979), Allied Signal/Honeywell and Escotel in various senior leadership positions. Manoj is a member of the GSM Association (GSMA) Global Board and Cellular Operators Association of India (COAI). He was Past Chairman of the COAI in 2001-2002. He is a member of the Academic Council of the Faculty of Management Studies of Sri Ram College of Commerce, Delhi University. Manoj is a Commerce and a Law Graduate, and holds an MBA degree from FMS, Delhi University. Manoj also attended the Executive Business Program at the Michigan Business School and the Advanced Management Program at the Wharton Business School.
AJAY LAL Ajay is independent non-executive director of Bharti Airtel Ltd. He is a Senior Partner and Managing Director of AIF Capital with over 20 years’ experience in private equity, project finance and corporate banking. Before joining AIF Capital in 1997, Ajay worked with AIG Investment Corporation and Bank of America. He represents AIF Capital on the boards of a number of large corporations across Asia, and in this capacity enforces strict standards of corporate governance while providing the management teams with strategic guidance. Ajay is an Engineer from IIT Delhi and an AMP graduate from Harvard Business School. He also holds an MBA from IIM Calcutta.
AKHIL GUPTA Akhil is an executive Director of Bharti Airtel Ltd. He is the Deputy Group CEO & Managing Director of Bharti Enterprises Ltd. and is very actively involved in the newly established telecom tower companies through his roles as Chairman of Indus Towers Ltd. (a Joint Venture between Bharti Airtel Ltd., Vodafone Essar Ltd. and Aditya Birla Telecom Ltd.) and Managing Director of Bharti Infratel Ltd. Akhil also serves on the boards of Bharti AXA Life Insurance Ltd. and Bharti AXA General Insurance Ltd. He is a member of the Advisory Board of Confederation of Indian Industry (CII). Akhil is a Chartered Accountant and an AMP graduate from Harvard Business School.
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ARUN BHARAT RAM Arun has been an independent director of Bharti Airtel and a member of the Board Audit Committee since March 2006. He is a member of a leading family of industrialists, known for their philanthropy and promotion of art and culture. He is the founder and Chairman of SRF Limited, which has plants in and outside India, and market leadership in all its major businesses. His strong support of initiatives of corporate governance, quality and professionalism in management led to SRF’s Industrial Synthetics Business winning the coveted global Deming Award in 2004. Arun was the President of Confederation of Indian Industry (CII) and is currently Chairman CII Family Business Council. He is the Co-Chairman of the Indo German consultative group, a Government of India appointment. He takes a keen interest in promoting education and serves on the Governing Board of Doon School, Dehradun (India) and Lady Shri Ram College in Delhi. He graduated in Industrial Engineering from the University of Michigan, USA and holds a diploma from the Technical University of Darmstadt, Germany.
BASHIR ABDULLA CURRIMJEE Bashir has been an independent director since 2001. He is also the lead director among the independent directors and a member of the Board HR Committee and Board ESOP Compensation Committee. Bashir is a leading industrialist and the Chairman of the Currimjee Group, which was established in 1890 and today has diverse business interests in manufacturing, trading, energy, financial services and travel in Mauritius. He was a director of the Central Bank of Mauritius for 15 years and the Chairman of the Mauritius Chamber of Commerce and Industry Association of Mauritian Manufacturers and also the Joint Economic Council. Bashir is an Arts graduate (major in Economics and Government) of Tufts University, USA. He is an alumnus of Harvard Business School where he completed the Executive Course on OPM (Owner/President Management Program).
CHUA SOCK KOONG
CRAIG EHRLICH Craig has been involved in Asia’s communications industry since he joined Hutchison Cablevision in 1987. He was a founding member of the team that launched Star TV, Asia’s first satellite-delivered multi-channel television network. He joined Hutchison Whampoa in 2003 as a board member of Hutchison Telecommunication Group and advises the group’s businesses worldwide. He is Vice Chairman of Eastern Communications of The Philippines. In addition, he is Chairman of Taiwan’s largest cable television company, kbro. He is Chairman and Founder of Novare Technologies Ltd, an onshoring and outsourcing software company development, headquartered in Hong Kong. He is a board member of the ITU Telecom and has served for many years as the Chairman of the GSMA. Craig is a Graduate from the University of California, Los Angeles. He received his Masters degree from Occidental College and a Postgraduate Fellowship from Coro Foundation.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Sock Koong is a nominee of SingTel and was appointed as non-executive director of Bharti Airtel in May 2001. She joined SingTel in June 1989 as Treasurer and was appointed Chief Financial Officer in 1999, with responsibility for the Group’s financial functions, including treasury and risk management. In February 2006, Sock Koong assumed the positions of Group CFO and CEO International, looking after the key drivers of SingTel’s international business. She was appointed Deputy Group CEO in October 2006 and in April 2007, she assumed the position of SingTel Group CEO. Sock Koong holds a 1st Class Honours Degree in Accountancy from the University of Singapore and is a Certified Public Accountant and a Chartered Financial Analyst.
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Board of directors NIKESH ARORA Nikesh is an independent non-executive director and a member of the HR Committee and ESOP Compensation Committee of Bharti Airtel. Nikesh is President, EMEA Operations & Senior Vice President, Google where he oversees all revenue and customer operations, as well as marketing and partnerships. Prior to joining Google, he was chief marketing officer and a member of the management board at T-Mobile. Before joining T-Mobile/Deutsche Telekom, Nikesh held management positions in Putnam Investments and Fidelity Investments in Boston. Nikesh holds a Masters degree from Boston College and MBA from Northeastern University, both of which were awarded with distinction. He also holds the CFA designation and has a Bachelor’s degree in electrical engineering.
MAURO SENTINELLI Mauro is an independent non-executive director and member of the Board HR and ESOP Compensation Committees. He served Telecom Italia from 1974 to 2005. During this period he held various senior management positions including positions abroad and Group Managing Director. From 2002 to 2005, Mauro was a member of the Board of Telecom Italia. He is a founder member of the GSM Association which currently has membership from operators in over 210 countries with 2.5 billion customers globally. He was elected Deputy Chairman of the GSM Association in 2003 and again from 2005-08. Mauro has a doctorate in electronic engineering from the University of Rome. He holds a Masters degree in Telephony from Turin University and MBAs from Insead and Kellog.
N KUMAR Kumar has been an independent director and member of the Audit Committee since 2001. He was elected Chairman of the Audit Committee in August 2003. Kumar is Vice-Chairman of The Sanmar Group, a well known Indian Industrial Group with interests in chemicals, engineering and shipping. He is an active spokesperson of industry and trade and was the President of Confederation of Indian Industry (CII), a leading industrial body. He also participates in various other apex bodies and is on the board of various public companies. He is the Honorary Consul General of Greece in Chennai and the Honorary Business Representative of the International Enterprise, Singapore. N Kumar is a Graduate Engineer in Electronics and Communication Technology.
PAUL O’SULLIVAN Paul is a nominee of SingTel and has been a non-executive director of Bharti Airtel since April 2004. He is also a member of the Board HR and ESOP Compensation Committees. He is the Chief Executive Officer of SingTel Optus Ltd., Australia’s second largest telecom company. Paul is also a member of the SingTel Group management committee and has significant group-wide responsibilities. Prior to joining Optus, he held various international management positions in the Royal Dutch Shell Group in Canada, the Middle East, Australia and the United Kingdom. Paul is a graduate in Economics from Trinity College, Dublin and has attended the Harvard Business School’s Advanced Management Program.
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PULAK CHANDAN PRASAD Pulak is an independent director and member of the Board Audit Committee. He initially joined the Board as a nominee of Warburg Pincus in November 2001. Pulak is the Founder and MD of Nalanda Capital, a Singapore based fund management and advisory company. Before creating Nalanda, Pulak was Managing Director and co-head of the India office of Warburg Pincus, covering their India, South and South East Asian operations. He joined Warburg Pincus in 1998. From 1992 to 1998, Pulak was management consultant with McKinsey & Company in India, USA and South Africa. Pulak has a B. Tech degree from IIT Delhi and an MBA from IIM Ahmedabad.
QUAH KUNG YANG Kung Yang is a non-executive SingTel nominee. He is Vice President, International Group in SingTel, overseeing new investment opportunities as well as existing investments in the Asian region. Before joining the International Group, he was the Chief Financial Officer of C2C, a SingTel Joint Venture in a regional submarine cable network, providing city-to-city connectivity on a wholesale basis to telecommunication service providers. Kung Yang joined SingTel in 1992 and has held various positions in Singapore and in the region, in the areas of Corporate Finance, Tax, International Finance and Global Business prior to his current portfolio. Kung Yang is a Fellow of the Institute of Chartered Accountants in England and Wales, a member of the Institute of Certified Public Accountants of Singapore and a graduate of the University of Kent at Canterbury, England.
RAJAN BHARTI MITTAL
RAKESH BHARTI MITTAL Rakesh is the Vice-Chairman of Bharti Enterprises Ltd. and the Vice Chairman and Managing Director of Bharti TeleTech Ltd. Rakesh is a member of the Agricultural and Processed Food Products Export Development Authouthy [APEDA] and Punjab Education Development Board. A passionate advocate of the right to good education, Rakesh serves on the Governing Boards of many educational institutes in India and abroad. Rakesh is also a Trustee of Bharti Foundation, which is dedicated to the promotion of education and child welfare. He has been a Member of the National Council since 1999 and is Past Chairman of the Northern Region and various CII National Committees. Rakesh is an electronics engineer.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Rajan is the Managing Director of Bharti Enterprises Ltd. and Group Lead Director of Bharti’s Wholesale and Retail Business. He is the Chairman of the Board ESOP Compensation Committee and a member of the Board HR Committee. Rajan is the Vice President of FICCI (Federation of Indian Chambers of Commerce and Industry) and Member of FICCI’s Executive and Steering Committees. He is a Member of the Managing Committee and Standing Committees of PHDCCI. He is also a Member of the Council of Management of All India Management Association and a Member of the Executive Committee of International Chambers of Commerce – India Chapter. He was Chairman of the Retail Committee of FICCI in 2007, Chairman of the Infrastructure Committee in 2006, Chairman of the Telecom Committee in 2001, 2002 and 2003 and Chairman of the Telecom & IT Committee in 2004 and 2005. He was Past President of the Association of Basic Telecom Operators (now known as - AUSPI) in 1999-2000. Rajan is also a Trustee of Bharti Foundation. He is an Arts graduate from Punjab University and an alumnus of Harvard Business School, USA.
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CEO & JMD’s message Dear Shareholders,
2008-09 was an extraordinary year in more ways than one. Even as the world economy sailed perilously in a stormy slowdown, India remained a rare bright spot, with a moderate, but still a healthy growth rate. For Bharti Airtel the year turned out to be the best ever with incremental revenue of close to Rs 100bn and over 32 million new customers. Your Company achieved several significant landmarks during the period with launch of service in Sri Lanka, and introduction of a string of new services like DTH and IPTV for customers back home. During the year we reached another significant strategic milestone with the realization of the One Airtel objective both at the front end and the backend operations. Seamless integration of the backend IT and network platforms has now a symbolic reflection at the front end, where Airtel Relationship Centres sell everything from mobile, broadband to DTH connections. With the expansion of the product portfolio, we are today one of the most integrated telcos in the world. Nearing the 100 million customer mark, and with a presence in multiple telecom, internet and media domains, we have outpaced both scale and operational complexities of global telecom majors.
Great teamwork has made this possible. I would like to thank each one of our employees for their passion and dedication towards the cause. We have a truly worldclass leadership team in place today. I am really proud of them. We will continue our efforts to develop a robust leadership pipeline for the future. Last year was quite a revealing period for us in terms of customer insights. Focus on affordability is no longer the key driver as customers have become virtually agnostic to tariffs. Their expectations have clearly moved to the next level. Product innovations and customer service levels, where we consistently scored over competition throughout the year, have become more critical. Our customer empowerment strategy proved a key differentiator. At the heart of this strategy lie robust processes that enable customers to change their bill plans or start and stop services at will, reducing the need for intermediation. I expect the economy to register significant recovery by the end of 2009-10. Rural India will clearly be a key driver for telecom growth in the country. At a penetration rate of just below 13%, we see major potential out there. The partnerships with IFFCO and Nokia launched last year have already created a huge transformational impact in rural India with enhanced agricultural productivity and quality of life. We will seek to introduce more such initiatives and bring about a profound rural impact.
Brand Airtel is well on its way to be the Most Admired Brand in India by 2010. Ranked second behind LIC as the most trusted brand in the country, we are already up there. Along with Trusted we are intent on becoming the most Innovative brand in the country, delivering the most exciting and creative services in all domains. The search for new revenue streams across mobile, internet, enterprise, particularly the SMB segment will continue to be our priority. A consistent focus on benchmarking will also enable us to deliver cost efficient service. The business model is set to get leaner to deliver healthy financial results despite lower call rates. We have really grown large in the last few years. But we have steadfastly held on to the soul of a small company, even as we diligently internalized structures and processes, so very essential to sustain large operations and scale. Passion for entrepreneurship and the agility to come out with out-of-the-box ideas constitute the core of our DNA. Despite our size, we have managed to keep hierarchy and bureaucratic tendencies at bay. As we grow further, we will continue to dream big with the soul of a small company.
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“ Year after year, we have surpassed market expectations, and to be honest - sometimes our own expectations - with robust customer and revenue growth. In parallel, we have built a solid foundation of corporate governance. Turning challenges into opportunities has become a habit of our passionate employees and leadership team. The coming year will be no exception.”
India is going to achieve one billion telecom customers by 2015. The market dynamic will, of course, have changed considerably by then. After crossing the 100 million mark, we are going to be focused on the next 100 million, which we believe will be well within our reach in another three years time. Given the fact that under-penetrated rural India is going to provide the bulk of the immediate future growth, connecting the villages will be our priority in the years to come. From a voice-only telecom company we have transformed into one of the most integrated telcos in the world, impacting lives of people across several touch points. Brand Airtel too will see a transformation. With a significantly enhanced role in the lifestyle space, we will be seen more as a lifestyle enabler. Our ‘three screen strategy’ – phone, computer and TV – has already taken us some distance on that path. A deeper footprint of new services like m-commerce, m-entertainment, games and exciting content such as from our tie up with Manchester United will see the culmination of this process. Our partners continue to play a big role in our success. Our ability to conceive and execute game-changing strategies is built around their committed support. Alongside Ericsson, Nokia-Siemens and IBM in the network management and IT space, we have been partnered by many others in the operational space starting from distribution to customer service. We see these partnerships grow in scale and diversity in future.
Manoj Kohli CEO & Joint Managing Director
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Deputy CEO’s message Dear Shareholders,
2008-09 went down as another remarkable year in the journey of Bharti Airtel. Though the global economic trends appeared bleak throughout last year, the Indian economy, the telecom sector and Bharti Airtel in particular withstood the recessionary storm with remarkable poise and determination. Besides strengthening our financial health and registering free cash flows for the first time, we also went ahead and forayed into new geographies with the launch of Sri Lanka operations and new product categories with the launch of DTH and IPTV services. The recent past also witnessed several competitors launching operations in different circles across India; however Bharti Airtel’s robust business model was able to successfully withstand all competitive threats. In fact it indeed is a matter of great pride for me to say that it’s this element of unbreakable trust which our customers share with us which has got us this far and it’s this relationship of trust and faith which will take us places in the future as well. As we continue to venture into new towns and villages, we see that our next round of acquisitions would come from youth and rural India. There are 560 million youth in India thriving on instant gratification and experience. The future will see the emergence of digital natives -“born” into digital technology, accustomed to the instantaneity of hypertext, downloaded music, phones in their pockets — on 24/7, a library on their laptops/computers and most importantly expecting connectivity anytime and anywhere. Going forward our outlook needs to completely transform to understand their expectations and lifestyle.
Right now around half of our new customers are rural; as we acquire more customers this ratio could shift to up to 75%. Currently just 13% of rural India has phones, so there is a long way to go. We will certainly have to redefine the entire rural ecosystem, with new or revised partnerships, brand-connect, service offerings, communication plans and distribution strategies. One of the redefining steps in our rural journey has been the creation of Airtel Service Centers. We already have around 18,000 of these up and running in villages, enabling us to cater to 400 different languages and dialects. This concept has really worked wonders for us, mainly because we have local people serving our rural customers instead of town and city people. As we break further into these markets, you will continue to observe innovations in our rural business model that will ensure Airtel’s sustained competitive advantage.
Going forward our strategy will focus on the consumers’ entire wallet, not just a share of his or her telecom wallet. We are in the process of building an ecosystem of stakeholders that will facilitate this shift. Already we have reached a point at which we sell more music than the traditional music companies and when data-pipes get broadened with 3G and HSPA, you will see numerous other internet applications come up. We have a firm belief that for most Indians the first internet experience, much like it was the case for voice, will be on a wireless device. The future will without a doubt offer us great opportunities to participate in the revenue streams of many industry verticals such as financial services, music, video, gaming, retail and rural market services.
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“ I am confident and optimistic that our commitment to
Another area of tremendous opportunity lies in the m-commerce domain. Focus areas include: • Financial Inclusion, involving 80-85% of the unbanked population. In future, the mobile phone will act as their ATM;
innovation, pursuit of excellence and most importantly the drive and passion of our employees will keep us focused and will be a significant competitive advantage for us, as we continue to lead and embark on our journey towards achieving the next 100 million customers.”
• The domestic money-transfer market. With around Rs. 500 bn being transferred from one part of the country to another through post offices alone every year, this area offers huge opportunities and we believe that we could offer better value-for-money here; • International money transfer. Around US$ 42 bn is transferred to India each year. Here, instead of competing with banks and financial institutions, we will work with them to speed up the offering and make it pervasive through our 1.2 million retail outlets as no one has wider distribution reach than we have across India.
Soon we will be crossing the 100 million customer milestone. Once we reach this memorable milestone we shall reset our counter for the next 100 million customers and I am confident that the next 100 million customers would ensure the transformation of Airtel from ‘just a telecom brand’ to a lifestyle enabler. Our ‘three screens strategy’ will ensure that those next 100 million customers come from mobile, computers and television screens. As a leading private broadband service provider in the country we have already enhanced our broadband speeds from 8 Mbps to 16 Mbps, making our service the fastest wireline broadband on DSL in the country. Through the IPTV (Internet Protocol Television Service) launch we have gone ahead and delivered the triple play advantage of telephony, broadband and entertainment services via a niche strategy to our customers in select cities. On the DTH front, given our deep understanding of the Indian customers and wide distribution reach, we intend to go mass market with our acquisition strategy, clearly aiming at semi-urban and upcountry markets. The year 2009-10 will see us complete the final lap to achieve our Vision 2010 and we are very much on track to be the most admired brand in India – loved by more customers, targeted by top talent and benchmarked by more businesses.
Sanjay Kapoor Deputy CEO
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Unbreakable trust As the largest telecom brand in the country, Airtel is today counted among the select iconic brands in India’s expansive consumer space. The brand has traversed through several phases of evolution, riding a string of pioneering customer centric innovations, strategic tie-ups with global leaders and winning value propositions. In this journey towards being the Most Admired Brand in the country, Airtel has transformed customer experience in communication in the most decisive way. Airtel touches customer lives in multifarious ways, improving the quality of living both economically and emotionally. From the fisherman to the farmer to the rural artisan to the roadside vendor in the metro, everyone has found his/her unique way of leveraging connectivity to improve productivity.
As we move on, we believe our connectivity will open up more avenues for economic growth. We have long been mitigating distances connecting people to build enduring bonds. Nurturing human relationships across long distances has become second nature to us. Add to that the seamless way we have been able to integrate communication and entertainment with new services like DTH and IPTV. With a clear and unmistakable hand in enhancing quality of life, Brand Airtel has been able to build an ‘Unbreakable Trust’ with its customers – individuals, enterprises and the like. BHARTI AIRTEL ANNUAL REPORT 2008-09
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Unbreakable trust Customers
Bharti Airtel’s sustained momentum over the years has been driven by a single-minded focus on its customers and their evolving need-matrix. We have not only expanded our networks rapidly and introduced innovative services in quick succession to enlist millions of new customers into our fold, but have been successfully living up to, and often exceeding, our customers’ expectations by putting in place robust customer satisfaction systems and processes. With close to 100 million customers, and a successful extension of the brand to multiple screens, customer trust continues to gain strength every passing day.
Through the year, Airtel’s reach has expanded to cover 5,060 census towns and 414,906 non-census towns and villages in the country, thus covering approximately 81% of the country’s population. Increasingly, customers are coming from the rural hinterland. This has been made possible by a robust affordability strategy. Alongside a continuous scaling down of tariffs, low-cost handset bundle offers have played a key role in our rapid rural roll out. Through our joint venture with IFFCO (IFFCO Kisan Sanchar Ltd.), we kicked off a unique initiative to harness the power of telecom to add value to the farm sector. The venture provides information on key elements like weather, farming techniques and commodity rates to the farmers to enhance their productivity. The initiative clearly holds the potential to trigger a Second Green Revolution directly benefitting millions of farmers. Customers in the metros experienced several new innovative services during the year. Asklaila, India’s first local information service was one of them. The service enabled Airtel customers to get up-to-date information about their city, free of cost, from the extensive city information database. The asklaila-powered ‘Airtel city search’ is available across Delhi, Mumbai, Chennai, Hyderabad, Kolkata and Bangalore. Customer trust built in the mobile space has clearly been extended to new areas like broadband and DTH. The response to the DTH service, launched during the year has been extremely encouraging. The single screen strategy is expected to reap substantial dividends in the days to come by creating more synergies in our operations.
Airtel continued to focus on affordability and convenience with regard to its strategy vis-à-vis overseas customers as well. We launched the virtual calling card service ‘Airtel call home’ in the UK, Singapore and Canada. We also started the service for the US based customers who are now able to call friends and family back in India at just one cent per minute. Overseas prepaid recharge service is also available online and in over 150 money exchanges in the UAE. During the year Bharti Airtel extended its mobile services in Lakshadeep, becoming the first private operator to do so. Airtel’s trusted network entered Sri Lanka during the last quarter amidst unprecedented customer response. We received close to half a million bookings in the early launch period and had to urgently fly in hundreds of thousands of SIM cards from the nearest marketing centres in India to meet the demand. Airtel’s unconditional free incoming call has turned out to be truly revolutionary offer for customers in the island market.
“ We at Hero Honda greatly treasure our relationship with Airtel as our trusted communication partner. Backed by its cutting edge network, Airtel has been instrumental in setting up Hero Honda’s communication backbone. Airtel is also playing a critical role in implementing our new project “Hero Honda Connect” that is aimed at integrating our dealer operations across the country. The partnership with Bharti Airtel is an effort to have common vision for growth. We believe this is just the beginning of an enduring relationship with Airtel that will evolve as we go along. ” - Pawan Munjal Managing Director & CEO, Hero Honda Motors Ltd.
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BHARTI AIRTEL ANNUAL REPORT 2008-09
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Unbreakable trust Partners
Bharti Airtel’s rapid expansion has been built around its robust partnerships with some illustrious names of the world of business. Network management deals with Nokia, Ericsson and Nortel and the IT outsourcing deal with IBM have already been recognized as path-breaking partnership deals in world telecom. Over the years these relationships have moved up several notches in terms of size. Entrusted with managing some of our critical processes, our partners have been integral to the achievements of Airtel. The success of these partnerships has enabled us to focus on our core competences of marketing and service. Over and above the broad management partnerships in network management and IT, we have entered numerous partnerships in different operational domains with companies like IFFCO. Complementarities and mutual trust have played a key role in the success of these alliances.
Our strategic decision to move our towers into separate companies with the objective to share those with other operators and thus leverage the resulting synergies, is starting to show results. Both our subsidiary Bharti Infratel Ltd. and joint venture company Indus Towers Ltd. have become fully operational in the year gone by. Besides the big partnerships, Bharti Airtel is also engaged with a large number of smaller partners across the country. Supply chain is tirelessly working on new initiatives to enhance transparencies and operational efficiencies of the partnerships. Regular feedback from partners through formal partner satisfaction surveys and Annual Supplier Meetings have played an important role in developing these enduring relationships.
“ The relationship between Ericsson and Airtel extends beyond the typical vendor/ operator engagement. It is one based on an unbreakable trust with the full confidence that we will execute together.” - Carl-Henric Svanberg President & CEO Ericsson
People Through the year, a large number of initiatives were undertaken to further reinforce the long-term People strategy that we have been pursuing since long. We remained intent on fine-tuning our Talent Management Process to offer growth opportunities to employees within the organization. The majority of our senior positions were filled from our internal talent pool. A large number of our senior executives moved to take on higher responsibilities across business units and regions, offering them entirely new perspectives and personal career growth opportunities. Providing continuous learning and development opportunities to the employees remains a key element of our retention strategy. Learning initiatives at Bharti Airtel are highly customized and relevant to our needs and the specific challenges and work situations. Most of the programs are centralized to ensure standardization and quality inputs for the employees.
BHARTI AIRTEL ANNUAL REPORT 2008-09
People have been at the centre of our success as an organization. There is a constant endeavour to position Bharti Airtel as a preferred place to work for top talent. Over the years we have continuously refined and improved our long term HR strategy to attract and retain the best talent available in the market. Our employee engagement and development programs too have turned out to be extremely productive. Our sustained efforts on this score were once again recognized by yet another ‘Gallup Great Workplace Award’. This places Bharti Airtel among the top 20 companies worldwide as one of the most sought after workplaces. This has clearly been made possible by the high level of trust that the organization has been able to generate among its employees.
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Unbreakable trust People
There are various processes through which we get employee development inputs. Employees and managers are fully empowered to identify their development needs and capture this in an online system. This encompasses both behavioural and functional needs. The Talent Management processes give inputs with respect to future needs and also take into account organizational priorities that define the capability building needs. For our middle management development programs we work closely with premier organizations like IIM Ahmedabad, IIM Bangalore and Centre for Creative Leadership (CCL) for general management, partner management and Leadership development and people management skills respectively. People management skills are our key focus area. We have structured intervention programs at all levels to bring in this cultural shift. For our first time managers we have developed a customized program called “Winning Through People”. For the middle management we have an intervention program known as “Accelerating Performance Through People”. These programs encompass skills in effective communication, motivation, coaching, feedback, empowering and developing people. The program also gives inputs to managers on key Airtel processes which they can leverage to manage teams effectively. To support this culture shift we have instituted awards to recognize Best People Managers. The Continuous Education Program (CEP) provides opportunities to all our junior management and frontline employees to undertake external distance learning training programmes from premier institutes while working. The focus on continuous learning has proven to be a great retention tool in a highly volatile environment.
“ Being a reverse mentor was a unique opportunity that one seldom finds. Interacting with someone so experienced and learned gave me immense confidence in my day to day life. We’ve had serious as well as fun-filled discussions on every topic under the sun, yet the comfort level was so high that I ended up gaining a lot more than I could ever imagine. ” - Pooja Bajaj Assistant Manager, Airtel Enterprise Services
Alongside new opportunities for learning and development, we have also consciously worked on performance enhancement tools and processes, and better work-life balance. Through our e-tize workflow enhancement program we have simplified approval processes and ensured transparency and fairness in all formal employee transactions. This includes key HR processes such as Competency Assessment and Performance Assessment. Administration oriented processes such as routine approvals too have been brought under the ambit of the program. The e-tize workflow enhancement program has moved one step further during the year. At Bharti Airtel we have created a unique HR process to keep our senior management updated about the changing environment to sustain their professional and personal edge in the long run. Known as Project Rock On, the primary scope of the initiative is reverse mentoring by the younger generation. The senior leader internalizes the new advents, latest technologies and developments in the external world through his/her interaction with a young manager. The focus is also on understanding youth behaviors, their expectations, lifestyles and their thought process. A lot of planning and research goes into identifying and matching the profiles of the mentors and mentees. The screening process entails profiling candidates, analysis of their hobbies and interests. Once the mentors have been identified, the planning starts to pair them with the mentees. Matching the personality types, individual interests and hobbies as well as the special needs of the mentor are considered critical. After the initial trial with the top team, this initiative will most certainly be rolled out across all circle executive committee teams. www.reportjunction.com
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Corporate Social Responsibility In today’s competitive environment, businesses continue to be under pressure to focus their energies on achieving their business goals and objectives. But an equally powerful imperative to reach beyond business processes and goals has also gained ground. At Bharti Airtel, we have always believed that business success cannot be an end in itself rather it is a means to a set of higher socio-economic goals. Over the years we have made a conscious effort to reach out to society at large, as much as we have striven to promote the interests of the stakeholders in our business.
In 2008-09, we undertook many initiatives in the social welfare space. We firmly believe that our efforts are creating a long lasting impact on our stakeholders, both internal (employees) and external (customers, suppliers and the community). Internally, we have been able to make transformational changes in the workplace to build on employee trust. Similarly the trust of our external stakeholders has further strengthened through our involvement in various life spaces – education and training, health, environment.
Educate and Inspire India’s most conspicuous advantage lies in its demographic situation - its youthful population. When more than 54% of its population belong to the below-25 age bracket, the challenge for the country obviously lies in preparing this large segment for gainful employment - to make it a powerful productive force. Education, of course, plays a critical role in making this possible and we have taken a conscious decision to focus a substantial part of our philanthropic activities on the promotion of education, particularly in the far flung villages, which continue to struggle with poor infrastructure. Most of our welfare activities are routed through Bharti Foundation, the philanthropic arm of the Bharti Group. Set up in 2000, the Foundation has been working towards improving access to quality education in rural India. Here are some of the programs and projects that Bharti Foundation is undertaking to impact the quality of education in the country:
At the grassroot Satya Bharti School Program (SBS) “ Create temples of learning radiating knowledge and excellence for underprivileged children” The Satya Bharti School Program is the flagship program of Bharti Foundation. Launched in 2006, it aims to make available high quality education to poor and under-privileged children – especially the girl child. Within just a few years of its existence, it has indeed become recognized as one of the most powerful programs in the arena of primary education. The Foundation is responsible for end-to-end management of the schools, right from construction to imparting of education. The Program operates with a two pronged approach. On the one hand, the Foundation builds new primary schools from scratch and operates them on its own with active support from local communities. On the other hand, it also partners the State Governments to adopt already existing government primary schools with the aim to improve their overall performance and functioning, following the same curriculum philosophy and quality standards as their own primary schools. The schools, constructed by Bharti Foundation are designed to be cost effective, child and environment friendly. The
curriculum for these schools has been creatively designed to empower children to look at education not as a task but as an experience that contributes towards the development of important life skills and values in addition to linguistics and mathematical skills. Community participation plays a big role in the running of these schools. The Foundation has quite successfully enlisted the support of the village panchayats and local bodies in running these schools. Community participation is ensured through various modes like contribution of land, sponsoring of mid-day meals and its utensils, sponsoring of materials used in school construction, sponsoring of stationery for use in schools and also to monitor school activities. The Satya Bharti School Program has made significant progress since its inception in 2006. In just two years, 158 primary schools have become operational. Over 17,000 underprivileged children have been enrolled, of which 48 per cent are girls. By the completion of Phase one, the Foundation aims to operationalize 236 primary schools reaching out to approximately 50,000 children across Punjab, Haryana, Rajasthan, Uttar Pradesh and Tamil Nadu.
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Satya Bharti Senior Secondary School Program
BHARTI AIRTEL ANNUAL REPORT 2008-09
To ensure continuous access to quality education for children of its primary schools, Bharti Foundation plans to set up one Satya Bharti Senior Secondary School, in public-private partnership mode, over a cluster of 8-10 Satya Bharti Primary Schools. In addition to regular academics, these schools will provide vocational training opportunities to children to help them gain employment within their own village upon completing their schooling. Establishment of senior secondary and vocational training schools is in process; they will become operational shortly.
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Other educational programs Support Talent to Bloom – Scholarships and Mentorship Bharti Scholarship and Mentorship Program aims to help academically bright students with limited financial means to pursue higher education in management, engineering (electronics, telecom and software) and agriculture. Ever since its inception the program has expanded its scope and coverage to include students from more regions and disciplines. Today the program supports 224 scholars in 38 premier institutions of higher education across 26 states. The Foundation also supports 40 underprivileged girls through the Scholarship Program under the Bharti Udayan Shalini Fellowship Program. This scholarship extends support to only girl students from underprivileged background to pursue higher education and vocational training courses. Periodic workshops on topics like career counseling and personality development, peer handholding (by senior fellows of previous years) and mentoring by interested individuals from civil society form a strong component of the program. Bharti Foundation has also made a substantial contribution to the Dr. Manmohan Singh Undergraduate Scholarship Program at the University of Cambridge, as one of its promoters. The Program provides full funding, covering fees and means – tested maintenance for undergraduate study in any subject at any of the colleges that are part of the University of Cambridge.
Building Centres of Excellence
Other initiatives
Bharti Foundation has joined hands with premier institutes in the country to further the cause of higher education and training in the area of technology and management.
Bharti Foundation has also supported and facilitated several initiatives in the field of primary education over the last few years.
Bharti School of Telecommunication Technology and Management, IIT, Delhi, operational since 2006 provides education and training opportunities to academically bright young people to develop future leaders and entrepreneurs. Every year, the school impacts 200 students directly or indirectly. The School extends access to its state-of-theart facilities not only to its own scholars but also scholars pursuing other courses.
26 Bharti Computer Centres and 104 Bharti Library and Activity Centres were set up by the Foundation in partnership with other NGOs like Pratham, Infotech, Kalakar Trust and Adarshila. Presently being run as independent units, these centres aim to make books and technology accessible to children in the rural pockets of the country.
Bharti Institute of Public Policy will be established at the Indian School of Business (ISB) campus in Mohali, Punjab to promote research and excellence in Public Policy.
“ I love going to school because it has a computer and my teachers let me sit on the computer everyday.” - Sukhjeet Student, Satya Bharti School, Ladhowal
Over the years, Bharti Foundation has successfully extended the ambit of its programs to new areas. Its programs have directly and indirectly impacted more than 150,000 children and youth so far. The Foundation expects to reach out to more than 200,000 children through its Satya Bharti School Program in the future.
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Bharti Centre for Communication in IIT, Mumbai, launched during the year strives for excellence in research in communication theory and systems and fosters technical collaboration between research and user groups.
The Foundation has also supported the Mid-Day Meal Program, in partnership with Akshaya Patra.
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Corporate Social Responsibility Besides initiatives in the focus area of education, we undertook several other measures in the areas of health, environment, and disaster management support. The involvement of large numbers of employees across businesses was particularly heartening.
Public Health We firmly believe that mobile telephony empowers users to connect with each other in unheard of ways to overcome difficult situations. We have discovered a novel way of extending our spirit of innovation in the area of blood donation by finding a mode to connect the blood banks with donors and users. Mobility Tamil Nadu extended its association with Jeevan Blood Bank in Chennai under its ‘Airtel Cares for Everyone’ (ACE) project. This first of its kind initiative enables people to get information on availability of blood within minutes and access the real time stock of tested blood components from Jeevan Blood Bank 24 hours a day. Airtel already has a partnership with Jeevan, in which a few numbers have been provided free of cost for Jeevan to stay in touch with people wanting to donate blood and patients in need of blood. Mobility Karnataka too launched a virtual blood bank to bridge the gap between donor and recipients. Like in previous years, circle organizations regularly organized blood donation camps in association with Rotary blood bank, Lions blood bank and International Red Cross to encourage employees to donate blood. We also worked towards creating awareness about different diseases and their preventive measures among employees.
Rural Empowerment Our rapid rural penetration enables us to impact lives in India’s far flung villages. Our connections have turned out to be key catalysts in the rural areas both in terms of economic productivity and governance. The E-Gram project initiated last year has already made a huge transformational impact in rural Gujarat, as citizens no longer have to travel long distances to get routine official work done. The initiative has truly carried the government to the villager’s doorstep. We are determined to help initiate many such e-governance initiatives in the future as well. Impact of our business on the rural economy has been quite profound. We have successfully connected the rural farmers, the artisans and the small entrepreneurs to their markets, raising their incomes substantially. During the year we launched a path-breaking project in the shape of our joint venture with IFFCO – IFFCO Kisan Sanchar Limited (IKSL). IKSL is making a discernible impact on agricultural productivity through its timely information offerings in the area of weather forecast, commodity rates and farming techniques. To ensure rapid dissemination of the services we are also providing affordable handsets to the farmers. www.reportjunction.com
Support and inspire the young and vulnerable
On Children’s Day they visited nearby schools with goodies and gifts for the students and shared some warm moments with them. They engaged the children with unfilled games, singing and painting competition. At the TNG Head Office, the employees conducted a charity auction of children’s paintings. All collections from this were donated to the SOS Children’s Village. Employees in Mobility Karnataka and Mobility Assam undertook several initiatives to bring smiles to people living in orphanages and old age homes. Airtel Team in Mangalore (Karnataka) celebrated Diwali with children at ‘Prashanth Nilaya’, an orphanage for girls. Employees of Mobility NESA too visited an orphanage and an old age home to celebrate Bihu there. Like last year Mobility Tamil Nadu joined hands with a local voluntary organization on World Disability Day to organize a funfair to cheer the exemplary spirit of individuals who have risen above their disabilities to make a difference to their own lives and to the society. “Gift A Smile” was one more initiative for visually challenged children by CSR volunteers
of Bharti Airtel – Transport National Group. The volunteers visited National Association for the Blind (NAB), a school for taking care and grooming the visually impaired children to understand their disability and inspire them to look at life more positively. Various fun-filled activities like Dancing & Painting Competition, Poetry Recitation and Storytelling were organized followed by a Prize Distribution ceremony. Telemedia North hub has adopted Prayas, a national level voluntary organization (NGO) functioning in collaboration with the Delhi Police, Delhi School of Social Work (University of Delhi), and various governmental, bilateral and non-governmental organizations. The organization is deeply committed to the cause of neglected, disadvantaged and deprived children, youth and women from underprivileged communities in slums / rural areas of Delhi and in the states of Gujarat, Bihar, Assam, Arunachal Pradesh and Haryana. Every month Telemedia North donates proceeds from its scrap sale to Shruti, an NGO focused on education for education of the vision impaired.
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Employees across businesses and circle organizations have always been keen to extend a helping hand to children from the poor and deprived sections of the society. Through the year, several initiatives were undertaken by employees, a handful of which are presented here:
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Think Green Bharti Airtel believes in the philosophy of 4Rs - refuse, reduce, reuse and recycle. The philosophy extends to all our acts in our offices and on our sites. We have stepped up our efforts towards energy conservation by sharing infrastructure, using technology aids like video conferencing to reduced travel and deploying green shelters. At our offices, we have deployed waste water recycling, energy efficient lighting, the concept of the energy wheel, air curtains on major office exits and disposal mechanisms for discarded oil. We have also teamed up with global majors to form teams focusing on energy optimization by way of introducing energy-efficient equipment and exploring alternate energy sources like solar, wind, bio-fuel / hydrogen etc. to reduce the environmental impact. Green Shelters at cell sites has reduced operational costs by as much as 40% as compared to conventional shelters. Airtel has saved over 75mn liters of diesel and over 400mn KWH of energy on an annualized basis, translating into approx. US$ 100mn in energy savings alone. Carbon emission has reduced by over 500,000 mt annually by deploying green shelters at all our sites across India. As an environment conscious organization, Bharti Airtel constantly explores all possibilities to control energy consumption and reduce green house gases on priority basis. We have set up dedicated teams to deal with energy efficiency and renewable energy. The teams are led by top management, which shows the commitment to the cause. There is a constant endeavor to install the latest energy efficient equipment and control systems in all facilities such as BTSes, data centers and MSCs. Applications of renewable and alternate energy are being taken up to install solar hybrid towers for BTSes, use of alternate fuels to operate DG sets, obtaining wind energy for the bulk consuming loads.
Bharti Airtel is the first company to apply for carbon credits by implementing energy efficiency power interface units and back-up cooling systems in BTS. Energy councils were set up across the businesses to implement energy efficient initiatives. The World Environment Day was celebrated with much enthusiasm across circle organizations. ‘Each one Plant one’, a campaign launched by Mobility Tamil Nadu symbolized employee commitment to the cause. In Mobility Gujarat employees celebrated by wearing green, and adopted car pooling to minimize pollution. We have automated many of our HR processes through an innovative technology program called e-tize. Airtel employees conduct their day-to-day work through this comprehensive automation journey, touching all core domains; Learning and development, Leave management, Compensation management, expense management and travel management. All this have reduced employee interface processes to the click of a button, significantly improving employee motivation and comfort. Alongside a dramatic transformation in work processes, e-tize delivers equally powerful dividends in terms of environment friendliness. Employee touch point automation initiatives manage to save approx 600,000 sheets of paper every year.
Airtel follows WEEE norms to dispose of end-of-life electronic equipment enabling responsible recycling.
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Disaster Relief During the year states like Bihar, Bengal, Orissa and Assam faced several natural calamities in the shape of floods. As a responsible corporate Bharti Airtel and its employees rose to the occasion to support the flood victims both in terms of financial contributions and donation of relief materials. Employees in circle organizations and business units went on a collection drive to raise substantial amounts of relief materials for the flood victims. Bharti Foundation made a contribution of Rs. 30mn to the Prime Minister’s Relief Fund for supporting the government’s relief work in the flood affected areas.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Natural disasters are always better handled with an early warning system in place. With this in mind Bharti Airtel has joined hands with Massachusetts Institute of Technology (MIT) to develop an early warning system to predict floods at least 15 days in advance. Under the agreement, we will provide data about the water-levels of various rivers at different points and the status of embankments to the institute, while MIT will analyze this data by super computers vis-à-vis other references drawn in from satellites. This novel approach follows encouraging results from a pilot project we undertook in four districts of Bihar - Muzaffarpur, Vaishali, Samastipur and Darbhanga in July 2008. We strongly believe the success of this early warning system will open the door for many such initiatives across the country, which has a topographical diversity that exposes it to a variety of natural disasters.
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Corporate Social Responsibility Innovation and EntrepreneurshipRekindle the spirit Innovation and entrepreneurship have been at the core of Bharti Airtel’s phenomenal market penetration and growth. It has always been our desire to spread this spirit to the wider society. The Company therefore launched the ‘Airtel Innovation Fund’ aimed at promoting innovation and entrepreneurship in the field of telecommunications. The objective of the first such Funds in telecom is to provide opportunities to entrepreneurs with a vision to build businesses based on innovative ideas. The Fund has an initial corpus of Rs. 2bn and will be led and administered by Bharti Airtel.
Sporty ways - Ensuring a healthy future
Cultural Connect – Be one with India’s diversity
Promoting a sporting culture and developing a keen awareness about healthy living is a priority for us. Through the year, it has been our consistent endeavor to promote such a culture both within the organization and outside.
Over the years Bharti Airtel has carved out an enduring relationship with India’s hugely diversified culture. We have built this relationship by diligently investing in popular cultural events in different regions of the country. These relationships continued through the year, be it the famous Dahi handi festival in Maharashtra or for that matter the very popular boat races in the Kerala backwaters.
Airtel Delhi Half Marathon was our biggest initiative on this front. The mega event enabled Delhi’s young and old to rub shoulders with professional marathoners on Delhi roads to rediscover the joys of running. The event was a rousing success, in which more than 30,000 participated. We are certainly going to continue our association with this premier event in future. To enhance employee involvement in sports, Airtel Centre and circle organizations continued organizing internal sports events through the year. Like last year, the Airtel 20:20 Cricket Cup was a grand success, in which all the circle organizations and the businesses participated with much enthusiasm.
Circle organizations have been actively promoting local music and dance festivals. Mobility Orissa continued its association with the state’s premier annual cultural show, the Konark Dance & Music Festival. The festival helps connect the wider public to the rich cultural tradition of the state. Mobility NESA supported the annual Kameswari Dance Festival, where noted classical dancers and singers from across the country participated. Another association that we are extremely proud of is our support for Habba, Bengalooru’s biggest cultural festival celebrating the spirit of the city. The annual festival showcases every conceivable element of the region’s culture so successfully starting from music, dance, fashion to craftsmanship. Bharti Airtel’s continuous support to these events have kept the country’s rich cultural roots fresh in the public mind. Many struggling art forms have received a new lease of life because of our associations with them.
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ACT – A Caring Touch ACT is an employee philanthropy programme that encourages all Bharti Group employees to contribute time, skills, knowledge, materials and money to either Bharti Foundation or any other charitable organization of their choice empanelled in ACT. Employees across our businesses and circle organizations have regularly donated stationery and teaching materials to the students of nearby Satya Bharti Schools. To facilitate employee volunteering on a larger scale, Bharti Airtel continues its policy of offering one day’s paid leave to all employees. Mobility Karnataka’s institutional team decided to welcome 2009 with a message of “WE CARE”. Under the Program all the team members will be donating a recurring amount (ranging from Rs. 50 to Rs. 250) over the next 12 months for various Bharti ACT initiatives through the ACT portal. The Company will be making a matching contribution to support the cause. Employees in the circle also joined hands with Pragati Educational Foundation to sponsor the education and its related expenses for 18 girl students with excellent past educational track records. Other employees from Bangalore are acting as mentors to these children and assisting them in their academics. Bharti Airtel’s success as a business entity only inspires us to be more ambitious in the social arena. Even as we try to align our business priorities to make an incremental impact on the quality of life around us, we remain equally determined to transcend our business arena to trigger big transformational changes in the socio-economic landscape through our CSR initiatives. While Bharti Foundation will continue to be the principal channel for our CSR initiatives, we will always be keen to align our business processes and goals to make a more deep rooted impact on the society directly.
“ The training has helped us know more about a great impact on the tender mind of a child. If we know that we can teach G for God why should we teach G for Gun to a child to make him an unsociable citizen? We enjoyed the hands-on practice of lesson planning and while doing so we were reminded of our B.Ed days.” - Raghveer Singh Teacher, Satya Bharti School, Ladhowal
BHARTI AIRTEL ANNUAL REPORT 2008-09
ourselves. Now we know how a small thing leaves
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Awards & Honours Bharti Airtel was given many awards during the year. Some of these awards are listed below: • At the Telecom Asia Awards 2008 we received the Best Carrier India Award for innovative products and services and efficient cost models. We also received the Ovum Telco-Transformation Award, for the philosophy and execution of our outsourcing strategy • Retailer of the Year - Telecom Services Award at the Asia Retail Congress 2009 in Mumbai • Best Mobile Music, TV or Video Service Award at the GSMA Asia Mobile Award 2008, for creating a uniquely intuitive, personalized user experience of music on mobile with our Music-on-Demand service • From the World Communication Awards 2008 we went home with 3 awards: Best Content Service Award, Best Project Management Award and the Airtel-IFFCO Farmer Information Dissemination Platform project was awarded the ‘Best Content Service Award’ • At the 7th Frost & Sullivan ICT Awards 2008 we were honoured with Market Leadership awards in the ‘Large Enterprise Telecom Services’, ‘Wholesale Data Services’ and ‘Mobile Services’ categories • Airtel digital TV was rated as the number 1 DTH operator in the country by Living Digital magazine, the largest specialty media house in South Asia and amongst India’s top five magazine publishers
• Airtel won the Platinum Trusted Brand Award in the Mobile Service provider category in the Reader’s Digest Asia Trusted Brands Survey • Bharti Airtel had the distinction of being amongst 20 companies worldwide and the only one in India, to be honoured with the ‘Gallup Great Workplace Award’ • Airtel was honoured with the prestigious Wireless Service Provider of the Year Award at the 2008 Frost & Sullivan Asia Pacific ICT Awards • Airtel was voted as the Best ISP in the PC World Broadband Survey conducted by PC World - one of India’s leading technology magazines published by IDG • IDG India’s CIO magazine recognized us as a recipient of a 2008 CIO 100 Award. We were also one of the five recipients of the Special 2008 CIO Security Award • Appreciation award for significant contribution towards Service tax (2008) – Department of Customs and Central Excise (Delhi Range), Govt of India • Buzziest Brands of the Year 2009 – agencyfaqs • Ranked 3rd among India’s 500 most valuable companies; Ranked 2nd among Top 500 profit earners; Among India’s Best Marketers - Business Today 2008 • Among 50 Best listed companies in Asia Pacific Forbes 2008
• We were adjudged the winner of the Nasscom-CNBC TV 18 IT User Award 2008 for the Telecom vertical
• Ranked 21 among Best performing IT companies in the world - 2008 Business Week IT 100
• Jointly with our partner IBM we won the Technology Managers Forum 2008 Best Practice Awards programme in the Business Process Improvement category for our e-tize project
• Best Project Management Award for our Gujarat e-GRAM project - World Communications Awards 2008
• We were voted as the ‘Best Cellular Service Provider’ and ‘Best Broadband Service Provider’ at the 2008 Voice & Data 100 Awards • In a survey conducted by The Wall Street Journal to determine Asia’s 200 most-admired companies Bharti Airtel was voted India’s most innovative company • Airtel was voted the 2nd Most Trusted Service Brand in the Annual Economic Times-Brand Equity, Most Trusted Brands survey
• World’s 25 Most valuable Telecom Brands; Ranked 8th among Top 50 most valuable (company) brands - Brand Finance Plc 2008 • Ranked among 50 largest and most liquid companies in BRIC countries - Dow Jones BRIC 50 2008 • ‘Most Admired Organization’, ‘Best National Mobile Operator’, ‘Best Internet and Broadband Operator’, ‘Best Ad Campaign’ – Telecom Operator Awards 2008 • Best Telecom Company – NDTV Profit Business Awards
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NDTV PROFIT AWARD Business Leadership Award, 2008
Sunil Bharti Mittal – Chairman and Managing Director was presented with the following personal awards and distinctions: • Business Leader Transforming India Award 2008 at the NDTV Profit Business Awards • U.S.-India Business Council’s Global Vision Award. This prestigious award recognizes his entrepreneurial zeal and contribution to Indian business • GSMA Chairman’s Award, 2008 - GSM Association • ‘Telecom Person of the Year’ - Tele.net Telecom Operator Awards, 2008 • Joined the Telecom Board of the International Telecommunication Union (ITU), first Indian to join the Board • Joined the Board of Trustees of the Carnegie Endowment for International Peace. Sunil Mittal is the first Indian to join the Board of this global think tank.
GALLUP GREAT WORKPLACE 2008 Award Winner
BHARTI AIRTEL ANNUAL REPORT 2008-09
BUZZY GOLD 2009 AIRTEL The Buzziest brand of the year
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When a gifted team dedicates itself to unselfish trust and combines instinct with boldness and effort, it is ready to climb.” - Patanjali
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Directors’ report
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Dear Shareholders,
Overview Bharti Airtel is one of Asia’s leading providers of telecommunication services with presence in all the 22 licensed jurisdictions (also known as Telecom Circles) in India, and in Sri Lanka. The Company served an aggregate of 96.6 mn customers as of March 31, 2009; of whom 93.9 mn subscribe to GSM services and 2.7 mn use Telemedia Services either for voice and/or broadband access delivered through DSL. The Company also offers an integrated suite of telecom solutions to enterprise customers, in addition to providing long distance connectivity both nationally and internationally. The Company also deploys, owns and manages passive infrastructure pertaining to telecom operations under its subsidiary Bharti Infratel Limited. Bharti Infratel owns 42% of Indus Towers Limited. Bharti Infratel and Indus Towers are the two top providers of passive infrastructure services in India. During the financial year 2008-09, the Company achieved various accomplishments and became the largest integrated telecom company in India based on total telecom subscribers. Some of the key highlights include the following: •
First operator in India to cross the total customer base of 96 mn
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Highest net addition of 31.93 mn of total customers in a year
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Full year consolidated gross revenue of Rs 374 bn and consolidated EBITDA of Rs 153 bn
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Full year consolidated net profit of Rs 79 bn
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Year on Year (Y-o-Y) growth of total customer base by 50% resulted in 38% increase in revenues and 23% increase in net profit
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Mobile Network is present in 5060 census towns and 414,906 non-census towns and villages in India, thus covering approximately 81% of the country’s population
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Focus on rural penetration and customer affordability has led to mobile tariffs of 1.2 cents/minute, one of the lowest in the world
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Expanded its international footprint by launching mobile operations in Sri Lanka on a state-of-the-art 3.5G network
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Made its television debut by launching Airtel Digital TV, its Direct-to-Home (DTH) satellite TV service
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Debuted Triple Play service with Airtel digital TV interactive – its Internet Protocol Television Service in NCR under a unified brand “Airtel”
FINANCIAL RESULTS AND RESULTS OF OPERATIONS Financial highlights of Consolidated Statement of Operations of the Company (Amount in Rs. mn, except percentages) Particulars
Year ended 31-Mar-09 31-Mar-08
Gross revenue EBITDA Cash profit from operations Earnings before taxation Net profit/(loss)
Y-o-Y Growth
373,521 152,858 135,769
270,122 114,018 111,535
38% 34% 22%
85,910
73,115
17%
78,590
63,954
23%
Financial highlights of Standalone Statement of Operations of the Company (legal entity) (Amount in Rs. mn, except percentages) Particulars
Year ended 31-Mar-09 31-Mar-08
Gross revenue EBITDA Cash profit from operations Earnings before taxation Net profit/(loss)
Y-o-Y Growth
340,143 131,918 115,686
257,035 106,848 104,369
32% 23% 11%
81,615
69,725
17%
77,438
62,442
24%
LIQUIDITY The Company meets its working capital requirement by having suitable commercial arrangement with its creditors and sufficient stand by credit lines with banks and financial institutions and operates a robust cash management system to ensure timely availability of funds and its deployment. The Company has been able to optimize finance cost and generate funds for expansion by minimizing the amount of funds tied up in current assets. As on March 31, 2009, the Company has cash and bank balance of Rs. 27,660 mn and marketable securities of Rs. 23,422 mn. The Company actively manages its short-term liquidity to generate optimum returns via investments made in Debt and Money Market instruments including Bank Fixed Deposits & Certificates of Deposits, Liquid and Income Debt Fund schemes, Fixed Maturity Plans and other similar instruments. TRANSFER TO RESERVE Out of total profit of Rs. 77,438 mn for the financial year 2008-2009, an amount of Rs. 6,000 mn is proposed to be transferred to the General Reserve.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Your directors have pleasure in presenting the fourteenth annual report on the business and operations of the Company together with audited financial statements and accounts for the year ended March 31, 2009.
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DIVIDEND Your Board of directors in its board meeting dated 29th April, 2009, has recommended a final dividend of Rs. 2 per equity share of Rs. 10 each (20% of face value) for the financial year 2008-09. The total dividend payout will amount to Rs. 4,442 mn, including Rs. 645 mn as tax on dividend. The payment of dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. SUBSIDIARY COMPANIES Your Company has the following fourteen subsidiary companies (i) Bharti Hexacom Limited (ii) Bharti Airtel Services Limited (iii) Bharti Telemedia Limited (iv) Bharti Infratel Limited (v) Bharti Infratel Ventures Limited (vi) Bharti Airtel (UK) Limited (vii) Bharti Airtel (USA) Limited (viii) Bharti Airtel (Canada) Limited (ix) Bharti Airtel (Hongkong) Limited (x) Bharti Airtel (Singapore) Private Limited (xi) Bharti Airtel Lanka (Private) Limited (xii) Bharti Airtel Holdings (Singapore) Pte. Limited (xiii) Network i2i Limited (xiv) Bharti Infratel Lanka (Private) Limited. As per Section 212(1) of the Companies Act, 1956, the Company is required to attach to its accounts the Directors’ Report, Balance Sheet and Profit and Loss Account etc. of each of its subsidiaries. As the consolidated accounts present a complete picture of the financial results of the Company and its subsidiaries, the Company had applied to the Central Government seeking exemption from attaching the documents referred to in Section 212(1). In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956 vide letter No. 47/ 212/2009-CL-III dated 30-03-2009, a copy of the Balance Sheet, Profit and Loss Account, Reports of the Board of directors and Auditors of the subsisting subsidiaries for the year ended March 31, 2009 have not been attached with the Balance Sheet of the Company. The Annual Accounts of these subsidiary companies, along with the related information, is available for inspection at the Company’s registered office and copies will be made available to Bharti Airtel’s investors and subsidiary companies investors upon request. The statement pursuant to the approval under Section 212(8) of the Companies Act, 1956, is annexed as parts of the Notes to Consolidated Accounts of the Company on page no. 191. QUALITY Quality is at the core of everything we do at Airtel. It supports all internal functions in delivering to customer requirements through customer centric processes and products. Continuous improvement and innovation is embraced throughout the Airtel ecosystem, fostered by a philosophy of getting it right the first time by driving issues to root cause and eliminating repeat problems. We firmly believe quality begins with our employees and continuously invest in their training and development. A few initiatives which are ingrained in the DNA of Airtel are lean six sigma, process standardization and variation reduction, six sigma plus and knowledge management. We have a proven track record of pursuing quality management systems. Our processes have been benchmarked with global best practices and standards, with rigorous assessments regularly conducted on them
by reputed external assessors. Our ISO27001 implementation is amongst the largest globally, and our ongoing BS25999-compliant BCP implementation is amongst the largest in Asia. Airtel is TL9000 and PCI DSS compliant, and its IT infrastructure and processes are compliant with COBIT and ITIL best practices. We are also implementing SAS 70 across the BPO partners. BRANDING Brand Airtel moved closer to its vision to be the most admired brand by 2010. Airtel sustained its momentum in the telecom space by getting closer to the 100 mn subscriber milestone and extended the brand to TV screens by launching DTH TV services and IPTV. For the mobility vertical, the over-arching brand philosophy focused on strengthening the brand’s perception as a trustworthy service leader. A segmented approach stretched the brand’s relevance across socioeconomic segments of over 300 mn mobile users in the country. The business’s rural thrust was supported by network and handset bundle campaigns to drive acquisition amongst non-users. The rural network campaign positioned the role of the ubiquitous Airtel network as that of a radar that allowed the rural youth to discover their aspirations that stretched beyond their villages, while simultaneously being in touch with their near ones back home. Low cost handset bundles (Airtel connection with entrylevel handsets) were promoted through a national campaign supported by on-ground roll-out of demonstration vans in the rural hinterland. The on-air campaign focused on the need for owning a handset bundle and the on-ground vans focused on driving activation through live demos and activation offers in village haats and melas. For the urban centers, the brand’s belief in a barrier free world was extended to an on-ground manifestation through the ownership of the Airtel Delhi Half Marathon. This brand asset strengthened the brand’s iconic leadership stature. Airtel’s mCommerce solution which won an award for simplicity of use and inbuilt security features at the GSM World Mobile Congress, was launched using impactful communication that clearly focused on how this new service makes life simple. The service which transforms your mobile phone into a payment device is now being adopted by consumers at an accelerated pace. Communication for value added services like Voice Search for Hello Tunes and Voice SMS drove brand affinity amongst the youth segment. Operations in Sri Lanka were launched with a highvoltage launch campaign “Hello Sri Lanka” featuring Airtel’s brand ambassador Shahrukh Khan. This led to an unprecedented demand for application forms before launch. The mega launch was followed by a series of tariff campaigns which changed the game in this market. Using the platform of ‘simplification’, Airtel managed to reposition competition as complex and unfriendly towards the user. An unprecedented demand for Airtel connections was witnessed post these campaigns. The subscriber base is currently accelerating towards the 1million mark in record time. www.reportjunction.com
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By the end of the year, the brand health scores reached an all-time high. The year was dotted with multiple industry accolades including four ABBY Awards, two EFFIES Awards, WOW Award for the Airtel Delhi Half Marathon and the Singapore Outdoor Award for Airtel-Rajdhani Express. The Economic Times (Brand Equity) featured Airtel as the best advertiser for the year 2008 and agencyfaqs elected Airtel as the “Buzziest Brand 2008” and the “Brand with the Longest Buzz (three consecutive years)”. The launch in Sri Lanka got extensive coverage and accolades from the country’s print and digital media and in India within four months of launch, Airtel had become an established player in the DTH category.
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With Alcatel-Lucent, a venture to manage Bharti Airtel’s pan-India broadband and telephone services and help Airtel’s transition to Next Generation Networks to offer advanced services like high-speed internet, Triple Play, media-rich VAS (Value Added Services), MPLS (Multi Protocol Label Switching), VPN (Virtual Private Network) for both retail and business customers. Under the Joint Venture, Alcatel-Lucent will design, plan, deploy, optimize and manage Bharti Airtel’s broadband and telephone network across India. A new legal entity is being formed which will be managed and controlled by Alcatel-Lucent. This is the first Managed Services partnership for broadband and telephone services in India
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With Infosys Technologies Limited (Infosys) to deliver superior customer experience to the customers of Airtel digital TV, it’s Direct-To-Home (DTH) TV service. As part of its Digital Convergence Platform, Infosys will provide a suite of products including devices, application servers and interactive applications that will focus on providing an enhanced digital lifestyle to Airtel digital TV customers
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With HP, to promote the penetration of broadband and personal computers. Under the scope of the partnership, Airtel will offer consumers a broadband connection at discounted entry cost with every HP and Compaq notebook and desktop
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With Apple Inc. to bring the iPhone to India. iPhone 3G combines all the revolutionary features of iPhone with 3G networking that is twice as fast as the first generation iPhone
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Bharti Airtel and RIM introduced the Blackberry Bold for its customers in India. The Blackberry Bold smartphone is the first Blackberry smartphone to support tri-band HSDPA high speed networks around the world providing superior functionality and performance for business professionals and power users
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With Cisco® to launch Managed MPLS (Multi Protocol Layer Switching) Service. The launch includes a Tier 1 MSCP (Managed Services Channel Program) certification from Cisco for their network and service capabilities, to provide Managed MPLS VPN(Virtual Private Network) services. With this Airtel has become the first service provider in APAC (Asia Pacific American Coalition) to achieve Cisco Powered Managed Multi-Protocol Layer Switching Provider status under CISCO MSCP Program. The certification places it in a league of select global operators that are endorsed for carrier class MPLS networks and enterprise class MPLS service capabilities. Airtel has also obtained a certification from Cisco for their Telepresence Connection capabilities, which recognizes Airtel MPLS network for running Hi-Definition video conferencing services, which give users real life-like experience
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With Virtela signed a strategic agreement to significantly enhance its international managed MPLS connectivity outside of India to more than 5000 PoPs (Points of Presence) across 190 countries. Under the agreement, Bharti Airtel and Virtela have
HIGHLIGHTS OF THE YEAR Major agreements and alliances During the year, the Company signed the following major agreements relating to operations, customer service, innovation and technology: •
With IBM, to handle Bharti’s IT requirements in Sri Lanka. IBM will provide IT support for Bharti’s operations in Sri Lanka, which is an extension of the software major’s contract in India
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With IBM Daksh, to enhance its customer service experience for its top-end Platinum customers through process and technology innovation. Under the six-year contract, IBM’s managed business services unit IBM Daksh will provide voice and backoffice services including customer service, collections, and customer retention from its centers. IBM Daksh expects to have over 700 employees in the first year focused on providing services in over 11 languages to elite Airtel customers across the country
BHARTI AIRTEL ANNUAL REPORT 2008-09
Airtel’s foray in the DTH segment comes with the strategic view of expanding our portfolio of services beyond the telecom business and is the culmination of our “three screens” strategy, which is to be present across mobile phones, computers and TV screens. Airtel marked an entry into the nascent but fast-growing DTH category with a differentiated and relevant customer proposition. Given the rather noisy advertising environment and strongly entrenched competition, a disruptive yet strong message was developed for building relevance and driving acquisition. The brand’s unique proposition was based on dramatizing the TV viewing experience – and defined as ‘magical entertainment’. The marketing mix of ‘digital TV’, product design and experience were carefully evolved to bring the ‘magic’ alive, be it the stylish and premium look of the set-top box, the easy to navigate multi-lingual electronic program guide, the unique and differentiated features like Universal Remote, Widgets, Radio-on-TV, etc. – all of which were firsts in India. Special care was taken to ensure that customer touch points like the Customer Care Services, dress and service codes for installation engineers, etc. were all detailed to enrich the customer experience at every interaction. The 360 degree launch was with creative manifestation -”Come Home to the Magic” and was ranked No.3 amongst Best Advertisements in NDTV’s. All about Ads 2008 ranking.
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integrated their networks through connection points in South East Asia and Europe in order to expand Bharti’s MPLS based IP-VPN capabilities around the world. Bharti Airtel will now be able to offer its Enterprise customers seamless managed MPLS connectivity and advanced managed network solutions to key business customers on a truly global basis •
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•
•
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With Pacnet (region’s largest independent telecommunications service provider) for a Network to Network Interface (NNI) agreement to interconnect their respective networks, expanding connections to and from India. Under the agreement, the two companies will directly interconnect their network infrastructure to expand their respective MPLS based IP VPN capabilities and to provide advanced IP (Internet Protocol) solutions to key business customers in the region. The agreement will enable both companies to deliver greater coverage, seamless user experience and reliable technology to their customers. Airtel and Pacnet have also announced a special “Gateway to India” offering for high capacity International Private Line circuits between the United States and India With IFFCO to herald the second Green Revolution to benefit millions of rural consumers with a Joint venture company, IFFCO Kisan Sanchar Ltd (IKSL) that will harness the power of telecom to add value to the farm sector and empower the rural farmer by giving him access to vital information, which will enhance his livelihood and quality of life. IKSL will offer products and services, specifically designed for farmers, through IFFCO societies in villages across the country. On offer are affordable mobile handsets bundled with Airtel mobile connection and customized value added services With 15 global telecom majors to build Europe India Gateway (EIG), a cable system from India to United Kingdom. Airtel is the only Indian service provider to be a part of this consortium, and will be operating the cable landing station in Mumbai. The other members of the EIG cable consortium include AT&T, BT, C&W, Djibouti Telecom, Du, Gibtelecom, IAM, Libyan Telecom, MTN Group Ltd., Omantel, PT Comunicações-S.A, Saudi Telecom Company, Telecom Egypt, Telkom SA Ltd, and Verizon Business With the country’s flagship oil company — Indian Oil Corporation (IOC) — that will enable Airtel to access 18,000 retail outlets and 5,500 Indane cooking gas distributors of the oil giant to take the mobile opportunity home to more customers. This is an exclusive alliance between Airtel and IOC With FirstSource Solutions (a leading global BPO services provider), a three-year outsourcing agreement to provide a suite of BPO services covering both voice and back office in areas such as customer accounting, VAS (Value Added Services) provisioning, fraud & credit monitoring, customer service, collections, customer retention to Airtel
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With Australia Japan Cable (AJC) to interconnect their current and future networks in Guam. This landmark agreement will allow both parties to offer services from a number of locations including Singapore and the USA West Coast to Australia. The innovative agreement will utilize the undersea cable assets of Bharti Airtel and AJC. The joint network is expected to carry commercial traffic by end of Q1 FY 09-10
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With asklaila, India’s first local information service, enabling Airtel customers to get up-to-date information about their city, free of cost, through asklaila’s extensive city information database. The asklaila-powered ‘Airtel city search’ is accessible across six cities, including Delhi, Mumbai, Chennai, Hyderabad, Kolkata and Bangalore
New products/initiatives During the year, the Company launched various new and innovative products and services in the market. This enabled the company to strengthen its leadership position despite intense competition. The following are key launches and initiatives for the year: •
The Company made its foray into media and television by redefining home entertainment with Airtel digital TV. The service is available to customers through 31,000 retail points including Airtel Relationship Centres across the country
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Launched its virtual calling card service ‘Airtel Call Home’ in UK, Singapore and Canada. The service is targeted at the huge Indian Diaspora, Non-Resident Indians (NRIs) and Indian students in these markets
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Launched its mobile services in Sri Lanka under the Airtel brand. The Company has launched a suite of innovative services and redefined affordability on a state-of-the-art 3.5G network. Bharti Airtel plans to invest around USD 200 million in its Sri Lanka operations
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Expanded the footprint by launching its Mobile Services in Lakshadweep. Bharti Airtel is the first private mobile service provider in the islands
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Launched Triple Play with Airtel digital TV interactive – Telephone, Broadband and TV on a single line. The Triple Play Service is initially available to customers in Delhi, Gurgaon and Noida. Airtel’s state-of-theart IPTV Head-end, with best-in-class MPEG4-10 compression technology, will allow it to offer more content and better quality images as well as services like live broadcast television, network based timeshifted TV, real video-on-demand and a host of other interactive services
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Pioneered 16 Mbps broadband thereby offering the fastest wireline broadband on DSL in the country. This service is powered by the Carrier Ethernet network and will be initially available in the cities of Delhi NCR, Chennai and Bangalore with phased rollout to additional cities of Hyderabad, Pune, Mumbai and Kolkata
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Announced the launch of the world’s first Windows based Online Desktop-powered by Microsoft and Nivio, giving access to a personal virtual desktop www.reportjunction.com
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Launched Overseas Recharge Service, yet another ‘first’ in the Indian telecom market. Airtel has partnered with ezetop International to make prepaid recharge available in over 150 money exchanges in the UAE and online at www.ezetop.com
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Introduced calling rate of 1 cent per minute on its online calling card service www.airtelcallhome.com. This will enable the Indian diaspora in US to call friends and family back in India at the most competitive rates in the market
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Launched VeriSign® Identity Protection (VIP) Services for its Enterprise customers in India in partnership with VeriSign. VIP Services is a comprehensive suite of authentication and fraud detection solutions that enables organizations to strengthen and protect their customers’ online identities
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Spelled “End of Distance” in India with unprecedented tariff reductions on STD and Roaming services for its customers. While STD rates came down to Rs. 1.50/ minute from the earlier Rs. 2.65/ minute, the reductions enabled Airtel customers to receive a call while roaming at Rs. 1/minute, as compared to the earlier Rs. 1.75/minute. Further, while roaming, Airtel customers can make an outgoing local call at Rs. 1/minute and an STD call at Rs. 1.50/minute
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With mChek to offer the toll tag recharge through Airtel mobile for the Delhi Gurgaon Expressway
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Expanded its Premium International Toll Free services from 80 countries for its Enterprise customers in India. These services enable enterprises to offer a convenient and cost effective way to their overseas customers, business partners and employees travelling abroad, to communicate with them, through an international toll free number
Other company developments •
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Bharti Airtel launched ‘Airtel Innovation Fund’ aimed at promoting innovation and entrepreneurship in the field of telecommunications. This is the first ever innovation fund in India specifically for the telecom sector. The objective of the Fund is to provide opportunities to entrepreneurs with a vision to build businesses based on innovative ideas. The Fund will have an initial corpus of Rs. 200 crores and will be led and administered by Bharti Airtel Airtel is now a fully ISO 27001:2005 Certified Organization. The ISO 27001:2005 certification (from BSI: British Standards Institute) ensures a high quality information security environment within Airtel. It helps build trust and confidence amongst customers and further enhances the confidence of employees in operational processes. With a total of 29 certificates awarded under the ISO 27001:2005 Certification Program, Airtel has the unique
distinction of being awarded the largest number of certificates to any single company in India across sectors and one of the largest in the world •
Bharti Airtel Limited announced key apex level organizational changes aimed at laying the foundation for the Company’s next phase of growth. Manoj Kohli, CEO & Joint Managing Director, Bharti Airtel will increasingly focus on strategy development, governance and organization development. Sanjay Kapoor has been elevated from President – Mobile Services to a newly created position of Deputy CEO. In his new role, Sanjay will lead the Mobile, Telemedia and DTH businesses. Sanjay will report to Manoj Kohli. Having led the transformation at the Telemedia business, Atul Bindal will take over as President – Mobile Services. K Srinivas who was Executive Director (East) – Mobile Services and in-charge of Sri Lanka operations will take over as Joint President - Telemedia Services. Atul and K Srinivas will report to Sanjay Kapoor. David Nishball will continue as President - Enterprise Services and will report to Manoj Kohli
REGULATORY AND KEY INDUSTRY DEVELOPMENTS Update on regulatory and key industry development forms part of the Management Discussion and Analysis report. CAPITAL MARKET RATINGS Bharti Airtel Limited has outstanding ratings with four institutions, CRISIL & ICRA (national) and Fitch Ratings and S&P (international). •
CRISIL & ICRA have rated Airtel at the top end of their rating scales, both for short term (P1+ / A1+) as well as long term (AAA/LAAA)
•
International rating agencies, both Fitch Ratings and S&P have rated Airtel at the level of the sovereign rating of India (BBB-)
While India’s country rating has been put on a negative outlook by S&P, on a recent review of Airtel by S&P, they have retained ‘stable outlook’ for Airtel backed by the superior financial strength and positive business and growth outlook SHARE CAPITAL During the year, the Company issued 238,942 equity shares on exercise of stock options under ESOP Scheme 2005 of the Company. The Company also allotted 93,408 equity shares upon conversion of Foreign Currency Convertible Bonds (FCCBs). Due to these corporate actions, the issued, subscribed and paid-up equity share capital increased from 1,897,907,446 (March 31, 2008) to 1,898,239,796 equity shares as of March 31, 2009. In the Board meeting held on April 2009, subject to the approval of its shareholders, the Board of directors has approved sub-division (share split) of existing equity shares of Rs. 10/- (Ten) each into 2 (Two) equity shares of Rs. 5 (Five) each. The Company is in the process of completing all the procedural formalities to give effect to the sub-division of shares.
BHARTI AIRTEL ANNUAL REPORT 2008-09
from any computer connected to the internet for Airtel broadband customers. This initiative will pave the way for easy and affordable access to computing and broadband in India. This service will be available to all Airtel broadband customers across 95 cities in the country
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CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate Governance Practices and have implemented all the stipulations prescribed. A detailed report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the Auditors of the company, S.R. Batliboi & Associates, Chartered Accountants, Gurgaon confirming compliance of conditions of Corporate Governance as stipulated under the previously mentioned Clause 49 is annexed to the Report as Annexure A. SECRETARIAL AUDIT REPORT In keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with the provisions of various corporate laws, the regulations and guidelines issued by the Securities and Exchange Board of India and the listing agreement, the Company has voluntarily started the practice of a Secretarial Audit from a practicing company secretary. The Company has appointed Mr. T. V. Narayanswamy, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2009. He has submitted his report confirming the compliance with all the applicable provisions of various corporate laws. The Secretarial Audit Report is provided separately in the Annual Report. CORPORATE SOCIAL RESPONSIBILITY At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business. Detailed information on the initiatives of the Company towards CSR activities is provided in the Corporate Social Responsibility section of the Annual Report. DIRECTORS
A brief resume, nature of expertise, details of directorships held in other companies and shareholding in the Company of the directors proposing appointment/ re-appointment as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is appended as an annexure to the notice of ensuing annual general meeting. FIXED DEPOSITS We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date. AUDITORS The Statutory Auditors of the Company, M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, retire at the conclusion of the ensuing annual general meeting of the Company and have confirmed their willingness and eligibility for re-appointment and have also confirmed that their re-appointment, if made, will be within the limits under Section 224(1B) of the Companies Act, 1956. AUDITORS’ REPORT The Board has duly examined the statutory auditors’ report to accounts and clarifications wherever necessary, have been included in the Notes to Accounts section of the Annual Report. As regards comments under para ix(a) of Annexure to the Auditors’ Report regarding slight delay in a few cases in deposition of statutory dues, the Company is further strengthening its process to ensure that even such minor delays do not occur in future. As regards the comment under para xxi of Annexure to the Auditors’ Report, to address the issues of fraud by employees and external parties, the Company has taken appropriate steps including issuance of warning letters, termination of service of the errant employees, termination of the contract/agreements with the external parties, legal action against the external parties involved etc. The Company is further strengthening its internal control systems to reduce the probability of occurrence of such events in future.
Since the last Directors’ Report, Akhil Gupta relinquished the position of Joint Managing Director of the Company and continues to be a non-executive director on the Board. Francis Heng and Kurt Hellstrom have resigned from the Board due to personal reasons. During the year, Manoj Kohli was appointed as Joint Managing Director of the Company. Quah Kung Yang, Nikesh Arora and Craig Ehrlich were appointed as additional directors. The Board places on record its sincere appreciation for the services rendered by Francis Heng and Kurt Hellstrom during their tenure on the Board.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Ajay Lal, Akhil Gupta, Arun Bharat Ram and N. Kumar, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for reappointment.
EMPLOYEES STOCK OPTION PLAN
The Company has received notice from a member under section 257 of the Companies Act, 1956 proposing the appointment of Quah Kung Yang, Nikesh Arora and Craig Ehrlich as non-executive directors of the Company.
For the Company, being a service provider organization, most of the information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, as amended is not applicable. However, the information as applicable has been given in Annexure A to this report.
The Company values its human resource and is committed to adopt the best HR practices. The employees of the Company are presently benefitted from two ESOP Schemes under 2001 and 2005, Employee Stock Option Policy. The policy also helps in retention of well-performing employees, who are contributing to the growth of the Company. www.reportjunction.com
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Disclosure in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are provided in Annexure C to this Report. A certificate from M/s S. R. Batliboi & Associates, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company Employee’s Stock Option schemes, would be placed before the shareholders at the ensuing Annual General Meeting, and a copy of the same shall be available for inspection at the registered office of the Company. PARTICULARS OF EMPLOYEES Information as per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report and have been set out as Annexure D of this report. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors to the best of their knowledge and belief confirm that: (i) in the preparation of the annual accounts for the year ended 31 st March 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In accordance with the Listing Agreement requirements, the Management Discussion and Analysis report is presented in a separate section forming a part of the Annual Report. ACKNOWLEDGEMENTS Your directors wish to place on record their appreciation to the Department of Telecommunications (DOT), the Central Government, the State Governments and Company’s Bankers, the business associates, for the assistance, co-operation and encouragement they extended to the Company and to the employees for their continuing support and unstinting efforts in ensuring an excellent all round operational performance. Last but not the least the directors would like to thank various partners viz. Bharti Telecom, Singapore Telecommunications Ltd., and other valuable shareholders for their support and contribution. We look forward to their continued support in the future.
BHARTI AIRTEL ANNUAL REPORT 2008-09
(ii) they have selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of the profit of the Company for the year;
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Annexure A
Auditors’ certificate
regarding compliance of conditions of corporate governance To The Members of Bharti Airtel Limited We have examined the compliance of conditions of Corporate Governance by Bharti Airtel Limited (“the Company”), for the year ended March 31, 2009, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with stock exchange(s) in India. The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has in all material respects complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For S.R. BATLIBOI & ASSOCIATES Chartered Accountants
Place : Gurgaon Date : April 29, 2009
per Prashant Singhal Partner Membership No. : 93283
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Annexure B INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNING AND OUTGO FORMING PART OF DIRECTORS’ REPORT IN TERMS OF SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION Bharti Airtel Limited, being a telecommunications service provider, the information in Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company. However, the Company requires energy for its operations and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible. From time to time, the Company evaluates global innovation and technology as a benchmark and wherever required, enters into arrangements to avail of the latest technology trends and practices. FOREIGN EXCHANGE EARNING AND OUTGO Activities relating to exports initiatives taken to increase exports; development of new export markets for products and services; and export plans; International Long Distance Business
Airtel CallHome, our international calling service through wholly owned subsidiary companies, connects the widespread NRI population in USA to their families and friends in India at a cost effective and reliable manner. The service was launched in December 2006. The launch marked Bharti Airtel’s foray into the US market. The Company further launched its services in UK, Canada and Singapore in 2008-09. The Company also plans to extend its services through its wholly owned subsidiary companies, across the globe to address the needs of the Indian diaspora through our global network in near future. Telecom Services in other countries The Company continuously explores and evaluates various opportunities for growth and expansion inside and outside the country organically and through alliances, mergers/ acquisitions in identified markets, subject to availability of licenses, growth potential and cost as well as other relevant factors. In its efforts, the Company achieved its first success upon receipt of letter of offer in January 2007 after a competitive bidding process, from the Telecom Regulatory Commission of Sri Lanka to offer 2G and 3G services in Sri Lanka. Bharti Airtel started providing these services from January 2009, through its wholly owned subsidiary company Bharti Airtel Lanka (Private) Limited, Sri Lanka. In addition, Bharti Infratel Lanka (Private) Limited, a whollyowned subsidiary of Bharti Airtel Lanka (Private) Limited, has also been incorporated with an objective to provide passive infrastructure services on a non-discriminatory basis to all telecom operators in Sri Lanka. Total foreign exchange used and earned for the year: (a) Total Foreign Exchange Earning Rs. 18,093 mn (b) Total Foreign Exchange Outgo Rs. 53, 663 mn
BHARTI AIRTEL ANNUAL REPORT 2008-09
We have seen significant growth in our long distance business. With India’s increasing integration into the global macro economy, we anticipate significant further growth in this domain. We have strong relationships for under-sea networks and we will continue to invest in major cable systems to increase our presence and share of the global traffic.
International Calling Card Services
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Annexure C INFORMATION REGARDING THE EMPLOYEES STOCK OPTION SCHEME (as on March 31, 2009) Sl. No. 1)
Particulars
ESOP Scheme 2005
ESOP Scheme 2001 *1,94,53,868
Number of Stock Options granted
87,23,966
2)
Pricing Formula
The Exercise Price per options shall not be less than the par value of the Equity Share of the Company and shall not be more than the price prescribed under Chapter XIII of the SEBI (Disclosure and Investor Protection) Guidelines 2000 as amended. Relevant Date being the Grant Date.
3)
Option Vested
22,03,175
1,78,08,375
4)
Number of Options exercised
6,59,392**
13,749,755
5)
Number of shares arising as a result of exercise of option
6,53,317
Nil
6)
Number of option lapsed
21,74,100
41,86,341
7)
Variation of terms of option
NA
NA
8)
Money realized by exercise of options
16,70,45,342***
35,69,99,122
9)
Total number of options in force
58,90,474
15,17,772
1,45,07,843 @ 22.5 8,80,000 @ 0.91 21,90,000 @ 70 71,265 @ Nil 20,000 @ 120 12,500 @ 221 17,72,260 @ 10
10)
11)
i)
Senior Managerial personnel
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.
Mr. Manoj Kohli Mr. Sarvjit Singh Dhillon Mr. S Asokan Mr. Inder Walia Ms. Vijaya Sampath Mr. David Nishball Mr. Jai Menon Mr. Sanjay Kapoor Mr. K Shankar Mr. Narender Gupta Mr. Shaun Parmar Ms. Jyoti Pawar Mr. Srikanth Balachander Mr. Shireesh M Joshi Ms. Ranjana Smetacek
4500 3000 4500 7500 3000 4500 7500 4500 4500 3000 Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil Nil 10000 Nil Nil Nil 10000 5000 12500 15000 5000
ii)
Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year
Nil
Nil
iii)
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant
Nil
Nil
0.0026
NA
Diluted earning per share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 ‘Earning Per Share’
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Sl. No.
Particulars
12)
In case, the employees compensation cost is calculated on the basis of intrinsic value of Stock Option, difference between the employees compensation of the Stock Option cost based on intrinsic value of the Stock and the employees compensation of the Stock Option cost based fair value for the year ended March 31, 2009 and the impact of this difference on profits and on EPS of the Company.
13)
For Options whose exercise price either equals or exceeds or is less than the market price of the stock the following are disclosed separately:-
14)
ESOP Scheme 2005
ESOP Scheme 2001
NA
36,81,825 (0.0019)
a) Rs. 22.5; Rs 70; Rs. Nil; Rs 120; Rs. 10; Rs 221
a)
Weighted average exercise price
Rs. 541.53
b)
Weighted average fair price
Rs. 267.95
b) NA; NA; Rs. 139.40; Rs. 168.87; Rs. 427.79; Rs. 542.96
A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted average information
Fair value Method : Black Scholes/Lattice Valuation Model
(i)
risk free interest rate
i)
(ii)
expected life
ii) 48 to 60 months
4.45% P.A to 9.70% P.A (The Government Securities curve yields are considered as on valuation date )
(iii) expected volatility
iii) 36.23% to 41.39% (assuming 250 trading days to annualize)
(iv) expected dividends
iv) Nil
(v)
v) Rs. 616.80 to Rs. 832.55 per equity share
the price of the underlying share in market at the time of option grant
*
Grants of 4,066,025 number of shares were made out of the options lapsed over a period of time.
**
This includes 6,075 number of options under Scheme 2005, which is pending allottment and against which money has been realised.
BHARTI AIRTEL ANNUAL REPORT 2008-09
*** This include Rs. 1,540 thousand on account of money received against 6,075 options pending allottment
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Annexure D Statement of particulars under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for the year ended March 31,2009 and forming part of the Directors’ Report Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Permanent
Technical Services
Gross Previous employment / remuneration designation
(A) EMPLOYED THROUGHOUT THE FINANCIAL YEAR 1
A M Rai
Sr. VP - International Networks
B.E. / B.Tech.
48
28-Sep-00
26
6,767,855 Fibcom / Project Lead
2
Abhay Kumar
Head - Technical
B.E. & MBA
41
9-Jul-07
17
Permanent
Technical Services
3,025,487 Motorola / Circle Lead - Network
3
Abhay Savargaonkar
Sr. VP - Technical
B.E. / B. Tech
44
5-Aug-06
19
Permanent
Technical Services
7,872,136 Bharti Infotel / CTO
4
Abhay Seth
CMO - East Hub M&G + Gujarat circle
MBA
31
7-Jan-00
12
Permanent
Sales & Marketing
3,216,535 Self Employed / MD (Own Company)
5
Abhijit Chakravarty
DGM - CSD
B.E.
36
3-Oct-06
15
Permanent
Customer Service Delivery
2,573,170 WNS / AVP - Network Operations & Infrastructure
6
Abhilasha Hans
CSO Shared Services
MBA
44
23-Jan-07
18
Permanent
Customer Service Delivery
6,157,707 Teletech Services India Limited / Sr. Vice President
7
Aditya Chile
Head - CSD
PGDBM
43
5-Dec-05
21
Permanent
Customer Service Delivery
3,114,966 Tata Teleservices Limited / Head- Customer Care
8
Ajai Puri
CEO - MO West Bengal
MBA
48
15-May-04
28
Permanent
Operations & Management
8,689,842 Cargill Foods India/Business Head-India Foods
9
Ajay Aggarwal
DGM - Marketing
B.E. & MBA
38
27-Dec-05
13
Permanent
Sales & Marketing
2,478,158 Reliance Infocomm Limited / Circle Sales Head
10
Ajay Agrawal
Sr. VP - Finance
CA
52
1-Jun-06
26
Permanent
Finance & Accounts
5,939,570 Reliance Infocomm Limited / Tech Lead-RA
11
Ajay Chitkara
Chief Operating Officer
PGDBM
37
1-May-01
15
Permanent
Operations & Management
7,409,091 Comsat Max Limited / Area Sales Manager
12
Ajay Krishnan
Head - Managed Services
MBA
42
17-Jan-05
17
Permanent
Sales & Marketing
4,004,798 AT&T / Regional Director
13
Ajit Chaturvedi
Head - General Trade
MBA
41
27-Mar-06
18
Permanent
Sales & Marketing
5,824,116 Reliance Infocomm Limited / Head - Prepaid Sales & Distribution
14
Akhil Minocha
GM - Strategic Planning & Bus Dev.
PGDBM
36
9-Jun-05
12
Permanent
Sales & Marketing
2,526,967 Reliance Infocomm Limited / Sr.Manager
15
Alok Bafna
Head - Finance
CA
35
29-Dec-03
12
Permanent
Finance & Accounts
3,516,870 Idea Cellular Limited / Manager -Finance
16
Alok Dhar
Technical Head AES Corporate
B.E. / B.Tech
42
18-Sep-06
20
Permanent
Technical Services
3,854,694 Escotel Mobile Communications Limited / Chief General Manager
17
Alok Nigam
Head - HR - North Hub LLB
43
16-Mar-06
21
Permanent
Human Resources
3,247,349 Intex Technologies Limited / Head Corporate HR
18
Alok Ranjan
Head - NLD Voice
B.E. & MBA
55
24-Jul-07
14
Permanent
Sales & Marketing
2,981,287 Reliance Communications Limited / Head - NLD Services
19
Aman Nugyal
GM - Security M.Tech/MS Operations Management
41
10-Sep-07
21
Permanent
Technology Services
2,888,009 Secure Synergy Private Limited / Chief Operating Officer
20
Amandeep Singh CTO West 1 & West 2
B.E. / B.Tech
38
9-May-03
17
Permanent
Technical Services
7,004,836 Spice Communications / Vice President
21
Amit Bhatia
GM - CSD
PGDBM
37
22-Aug-95
15
Permanent
Customer Service Delivery
5,329,241 Hotel Taj Bengal / Duty Manager
22
Amit Chandiramani
Head - Sales
BE & MBA
34
20-Oct-00
11
Permanent
Sales & Marketing
2,614,601 Procter And Gamble / Asst Brand Manager - Marketing
23
Amit Mathur
VP - Sales
MBA
41
2-Jul-01
19
Permanent
Operations & Management
4,178,530 Esconet (Escorts Grp Co) / Regional Operational Head
24
Amit Mathur
GM - Marketing
B.E. / B.Tech
45
19-Nov-01
22
Permanent
Sales & Marketing
2,913,122 Xerox Modicorp / Regional Product Manager
25
Amit Shah
Head - Finance
CA
33
3-Dec-01
11
Permanent
Finance & Accounts
3,359,905 BPL Mobile Communications Limited / Manager - Finance
26
Amit Vyas
VP - International Networks
MBA
35
14-Jun-04
14
Permanent
Sales & Marketing
3,861,052 NM Rothschild / Manager
27
Amita Arya
GM - Technical
M.Tech
38
1-Feb-01
16
Permanent
Technical Services
3,521,095 MTNL / Dy. General Manager
28
Amrita Gangotra CIO - Mobile Services & Chief Airtel IT Operations
M.Sc.
44
25-Nov-02
18
Permanent
Technology Services
8,423,503 HCL Comnet Limited/ Chief Information Officer
29
Anand Jha
GM Technology Services
B.E. / B.Tech
43
24-Jun-03
16
Permanent
Technology Services
3,084,384 GE Motors Limited / Quality Leader Washer
30
Anant Arora
COO - MO Kerala
B.E. & MBA
42
11-Apr-03
19
Permanent
Operations & Management
6,195,059 Reliance Infocomm Limited / Head - Sales Operations
31
Anantharaman R COO - MO West Bengal
M.Sc.
42
26-Sep-03
18
Permanent
Operations & Management
5,629,175 BPL Mobile Cellular Limited / Business Head
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Designation
Qualification (s)
Age
Date of commencement of employment
32
Anil Jhamb
GM - Technical
MBA
38
14-Dec-05
33
Anil Kumar
GM - SCM
MBA
44
34
Anirban Ghosh
COO - MO Tamil Nadu
MBA
35
Anjana Ravindranath
Head - HR
36
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
17
Permanent
Technical Services
2,487,388 Satyam Infoway Limited / Sr.Manager
25-Jul-05
20
Permanent
Supply Chain Management
2,746,349 Tata Teleservices Limited / Sr. Manager
40
3-May-04
17
Permanent
Operations & Management
4,862,244 Hindustan Lever Limited / Regional Sales Manager
MBA
52
17-May-02
30
Permanent
Human Resources
3,122,807 Mega Soft Limited / Head Corp Communication
Anoop Bhardwaj GM - CSD (Remote Support Process)
PGDBM
38
2-Jul-07
16
Permanent
Customer Service Delivery
3,073,334 Hughes Communications / Director - Operation
37
Anoop Sharan
GM - Metasolv
Diploma
42
4-Oct-05
16
Permanent
Technology Services
2,792,653 Idea Cellular Limited / Asst. General Manager
38
Anuj Jain
VP - Network Network Planning
MBA
42
24-Mar-08
17
Permanent
Technical Services
2,990,900 Fujitsu Network Communication Inc. / Director - Product Development
39
Anuj Khungar
CTO -Wireless, ANG
M.Tech
45
28-Feb-05
21
Permanent
Technical Services
4,827,640 Reliance Infocomm Limited / Chief Technical Officer
40
Anupma Suneja
Head - Customer Insight & Market Research
PGDBM
37
9-Apr-07
13
Permanent
Sales & Marketing
2,621,357 Synovate India / Research Director
41
Anurag Prashar
PMO - CSD
PGDBM
48
16-Jul-03
24
Permanent
Customer Service Delivery
7,831,413 Xerox Modi Corp Limited / Executive Director, Customer Service Support
42
Argha Basu
VP - MPLS Product
PGDBA
41
25-Feb-08
18
Permanent
Sales & Marketing
3,986,198 VSNL / Business Head-MPLS
43
Arindom Chakrabarty
Head - Marketing
MMS
39
13-Mar-06
14
Permanent
Sales & Marketing
3,083,289 BPL Mobile Communication Limited / Dy. General Manager
44
Arshad Mumtaz
GM - Service Partner Management
B.Com
35
2-Jan-07
15
Permanent
Customer Service Delivery
3,125,630 Teletech / Center Head
45
Arun Bhardwaj
Chief Operating Officer B.E. & MBA
46
1-Feb-02
25
Permanent
Sales & Marketing
7,759,009 Ericsson Inc / GM
46
Arun Das
Operations Head - AP
MBA
45
27-Nov-06
22
Permanent
Sales & Marketing
4,031,731 Tata / Vice President
47
Arun Kumar Gupta
CTO
B.E. & MBA
44
14-Jun-05
21
Permanent
Technical Services
3,962,839 Reliance Infocomm Limited / Fa Lead Mumbai Circle
48
Arun Kumar Malik
VP - Business Excellence
PGDBM
55
2-Aug-04
35
Permanent
Quality Services
4,465,718 Escotel Mobile Communications Limited / Dy. General Manager
49
Arun Kumar Sharma
GM - Marketing
B.E.
38
1-Mar-96
17
Permanent
Sales & Marketing
3,961,518 Universal Mccann / Associate Media Director
50
Arun Srievastava GM - Service Operations
PGDM
42
2-Mar-07
19
Permanent
Customer Service Delivery
2,793,419 Idea Cellular / Dy. General Manager
51
Aruna Pidikiti
GM - Network - NOC
M.Tech
39
21-Dec-00
16
Permanent
Technical Services
4,143,417 STPI / Dy. Director (Tech)
52
Arvind Kumar Kansal
Sr. VP - Network Chief TNG Office
B.E. & MBA
53
17-Jul-07
30
Permanent
Technical Services
6,196,515 Vavasi Telegence Pvt Limited / Chief Technical Officer
53
Ashish Arora
VP - Sales Head
MBA
39
3-Apr-07
15
Permanent
Sales & Marketing
4,970,841 Sify Limited / National Sales Head
54
Ashish C Tayal
GM - Business Excellence
B.E. & MBA
39
3-Aug-05
13
Permanent
Quality Services
2,694,236 IBM Daksh / Sr. Manager - TTBV
55
Ashish D K Malhotra
DGM - Prepaid Acquisitions & Market Planning
MBA
32
2-Aug-06
9
Permanent
Sales & Marketing
2,516,128 Hutchison Essar Pvt Limited / Head - Marketing
56
Ashish Luthra
GM - Marketing
MBA
38
14-Jun-04
15
Permanent
Sales & Marketing
3,421,732 Godfrey Phillips India Limited / Brand Manager
57
Ashish Yakhmi
DGM - Marketing
MBA
36
16-May-05
9
Permanent
Sales & Marketing
2,662,454 Henkel Marketing India Limited / Category Manager
58
Ashutosh Singh
GM - Technical
B.E./B.Tech
41
30-Jan-07
14
Permanent
Technical Services
2,639,750 Tata Teleservices Limited / Sr. Manager
59
Ashwani Rana
GM - Regulatory Affairs
PGDBM
42
1-Nov-04
18
Permanent
Legal Services
2,779,210 Escotel Mobile Communications Limited / Sr. Manager
60
Asit Tandon
GM - Core Planning
B.E./B.Tech
39
2-Apr-07
15
Permanent
Technical Services
61
Atul Bindal
President - Mobile Services
BE (Mech), MBA
48
23-Jun-03
23
Permanent
Business Head
62
Atul Sachdeva
Principal Technical Officer
PGDBM
36
29-Aug-06
14
Permanent
Technical Services
3,183,943 Tata Teleservices Limited / Head-Bss,Transmission and Core Planning
63
Atul Uprit
Head - SCM
MBA
43
15-Dec-06
18
Permanent
Supply Chain Management
2,853,739 Nitel / Production Engineer
64
Austin Lorenzo
VP - Web Tech & Syst. Int. Arch
MBA
44
25-Jun-07
20
Permanent
Technology Services
5,595,097 American Airlines / Senior Consultant/Tech Lead Architect
65
Avinash Deepak GM - Sales
B.E./B.Tech
38
28-Aug-06
15
Permanent
Sales & Marketing
2,401,948 BT Infonet / National Head
66
Aviral Batra
MBA
40
18-Oct-06
18
Permanent
Customer Service Delivery
2,916,180 Reliance Life Insurance / Head - Customer Care
VP - CSD
3,900,653 Siemens / General Manager 26,164,755 DHL International / Communication Director Asia Pacific
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
67
Awadhesh Kumar Head - Technical Kalia
M.Tech/MS
44
5-Feb-07
23
Permanent
Technical Services
2,908,863 Indian Army / Commissioned Officer
68
Awnish Choudhary
GM - Device Management
PGDBM
39
20-Feb-06
19
Permanent
Sales & Marketing
3,010,352 Reliance Infocomm Limited / Manager
69
B Harikumar
GM - Network Operations
B.Sc
49
23-Jul-03
26
Permanent
Technical Services
2,564,157 Ericson Telephone Switch / Sr. Manager
70
B Vishwanathan GM - Finance
MBA
42
12-Jan-04
22
Permanent
Finance & Accounts
3,370,261 HFCL Infotel Limited / Dy. General Manager
71
Benjamin Antony DGM - HR
MBA
34
16-Aug-07
12
Permanent
Human Resources
2,843,338 Aviva Life Insurance / Sr. Manager
72
Bhairab Hazarika GM - Media, Unified Messaging
B.E / B.Tech
39
10-Nov-04
16
Permanent
Technology Services
3,368,063 Reliance Infocomm Limited / Dy. Configuration Head
73
Bhaskar Chakraborty
Chief Supply Chain Officer
PGDBM
51
19-May-97
29
Permanent
Supply Chain Management
9,109,409 Fibcom India Limited / Chief of Materials
74
Bhavna Puri
GM - Head - Service Marketing & Contact Experience
B.Sc
39
17-Jun-02
19
Permanent
Customer Service Delivery
3,060,948 Hexacom (India) Limited / Incharge Customer Care
75
Bosco Soiero
Zonal Business Manager
MBA
39
19-Feb-07
16
Permanent
Sales & Marketing
2,890,079 Reliance / Cluster Head
76
C V N Varaprasad GM - Technical
B.E./B.Tech
39
28-Feb-08
16
Permanent
Technical Services
2,558,168 BSNL / Dy. General Manager
77
Chandrakant Tripathi
GM - Technical
B.E./B.Tech
37
29-Dec-00
15
Permanent
Technical Services
2,463,402 Reliance Telecom Limited / Deputy Manager
78
Chandrasekar Radhakrishnan
Sr. VP - Marketing
MMS
36
9-Jul-07
12
Permanent
Sales & Marketing
6,047,299 Marico / Category Head
79
Charanjit Singh Sodhi
GM - Security Plans & Policies
MBA
40
1-Mar-07
19
Permanent
Technology Services
3,030,033 Fidelity International / IT - Security
80
Chetan Kumar
GM - Technical
PGDBM
39
20-Sep-04
17
Permanent
Technical Services
2,477,621 BSNL(DOT) / Dy. General Manager
81
Christopher Tobit Director - Sales & Operations
B.A.
45
1-Feb-99
24
Permanent
Operations & Management
9,427,569 Collettes Group Of Companies/ Group Business Development Manager
82
Dabasis Dutta
SMG Head - AES Carrier
CA
40
1-Dec-02
9
Permanent
Customer Service Delivery
2,741,115 Dabasis Dutta & Co. / Business Head
83
David Nishball
President - Enterprise Services
Bachelor of Arts in Economics & MBA
54
1-Feb-07
30
Contract
Business Head
84
Deepak Bagga
Head - Technical
B.E./B.Tech
40
21-May-07
10
Permanent
Technical Services
2,620,870 Erricsson India Limited / Sr. Manager
85
Deepak Bhatia
VP - CSD
MBA
36
10-Oct-05
13
Permanent
Customer Service Delivery
3,793,745 Tata Teleservices Limited / Head- Customer Service Delivery
86
Deepak Khanna
CEO - ABS
MBA
45
2-Mar-04
24
Permanent
Operations and Management
9,427,913 Cybiz Technology Limited / Whole-time Director
87
Deepak Mehrotra Executive Director BE (Electrical), South and West 2 Hub MMS
45
30-Oct-03
19
Permanent
Business Head
88
Deepak Sanghi
DGM - Networks
B.E./B.Tech
35
29-Mar-04
14
Permanent
Technical Services
2,580,612 Nortel Networks / Technical Consultant
89
Deepak Singh Karki
GM - Data Product Organization
B.E./B.Tech
42
11-May-04
20
Permanent
Sales & Marketing
3,008,456 Reliance Infocomm Limited / Head Business Solution
90
Deepak Srivastava
CEO - DTH
B.E./B.Tech
49
13-Sep-04
24
Permanent
Operations & Management
7,897,797 BOC Edwards/GM-South Asia & Country Manager,India
91
Deven Khanna
Corporate Director Finance (Telecom & Retail)
B.Com, CA
49
1-Sep-04
19
Permanent
Finance
92
Dharmender Khajuria
Head - Sales
MBA
40
21-Nov-01
17
Permanent
Sales & Marketing
3,101,658 National Panasonic / General Manager-Sales
93
Dinesh Daryani
VP - Service Operations and B2C Projects
PGDBA
43
12-Jan-04
17
Permanent
Customer Service Delivery
3,682,351 Escotel Mobile Communications Limited / Asst. General Manager
94
Dinesh Singh
DGM - CSD
B.E./B.Tech
36
4-Sep-06
13
Permanent
Customer Service Delivery
2,606,085 Cadence Design Systems / Manager Network
95
Dipak Roy
Head - HR - Mobility
MBA
42
19-Jun-06
21
Permanent
Human Resources
7,369,932 IBM / GM
96
Divya Sethi
GM - Prod Sales Specialist, VSAT & Conf. Business
MBA
36
4-Oct-06
12
Permanent
Sales & Marketing
2,729,240 Hughes Escorts Communication Limited / National Manager
97
Pawan Bakhshi
GM - Marketing VAS
Ph.D.
44
1-Aug-01
16
Permanent
Sales & Marketing
3,852,343 Reliance Infocomm Limited / Sr. Manager
98
Durgesh Madan
Head - SMG
CA
44
28-Feb-06
19
Permanent
Customer Service Delivery
3,213,898 Reliance Infocomm Limited / Head BLC
99
Dushyant Kumar Head - Technical
B.E./B.Tech
43
2-Nov-98
17
Permanent
Technical Services
3,456,462 California Microwave Inc / Manager
52,715,429 Orange Business Service / Sr.Vice President
12,487,937 Hindustan Coca Cola Beverages/ Region Vice President - Operations
13,702,214 Triveni Engineering Industries Limited/VP-Corporate Finance & Planning
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Designation
Qualification (s)
Age
Date of commencement of employment
100 Elango Thambiah CEO - MO AP
MBA
44
8-Oct-01
101 Felix Mohan
Chief Information Security Officer
PGDSCM
53
102 Ganesh Babu
Head - Finance
CA
103 Gaurav Tandon
Head - Business Dev & Execution Excellence
104 George Fanthome VP - Mobility IT Solutions Eng 105 George Mathen
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
21
Permanent
Operations & Management
9,822,047 Spice Communications/ Vice President
9-Oct-06
12
Permanent
Technology Services
6,590,607 Securt Synergy / Director
41
17-Mar-03
16
Permanent
Finance & Accounts
3,158,157 Tenneco Automotive Inc / Finance Controller
PGDBA
38
8-Nov-01
17
Permanent
Sales & Marketing
2,595,955 Escotel Mobile Communications Limited / Assistant Manager -Sales
MBA
42
9-Jul-07
20
Permanent
Technology Services
5,347,851 Genpact / Vice President
VP - Sales & Marketing B.Com
Total experience
Gross Previous employment / remuneration designation
40
17-Nov-06
17
Permanent
Sales & Marketing
4,515,636 Coca Cola India / Head - Sales
106 Gopalakrishnan R Head - CSD - AP
MBA
42
29-Sep-06
15
Permanent
Customer Service Delivery
3,080,978 HCIL / Head - Program Management
107 Govind Narayan Dwivedi
B.E. & MBA
53
10-Jan-07
30
Permanent
Customer Service Delivery
4,901,718 Comverse Network Systems / Director
108 Gunjan Sachdev DGM - Sales
MBA
33
21-Jun-02
11
Permanent
Sales & Marketing
2,541,185 HCL Comnet Limited / Major Account Manager
109 Gurmeet Singh Sandhu
GM - Technical
B.E./B.Tech
44
12-Feb-01
23
Permanent
Technical Services
3,068,689 Punwire / Asst. General Manager
110 H C Ruben Salvadoray
GM - HR
MSW
38
18-Jul-05
16
Permanent
Human Resources
4,175,907 Motorola India Limited / Head Learning, HR Strategy & OD
111 Harendra Kumar Head - SCM
PGDBM
54
1-Mar-07
31
Permanent
Supply Chain Management
3,432,529 Tecumseh India Limited / Associate Vice President / Director Sourcing - Asia Pacific
112 Hari Sreedharan
GM - Technical
M.Tech/MS
43
14-Feb-06
19
Permanent
Technical Services
3,581,308 Reliance Infocomm Limited / Technical Head
113 Harinder Singh Grewal
Head - SCM
B.Com
51
30-Sep-03
25
Permanent
Supply Chain Management
2,689,017 Spice Communication Limited / Sr.Manager
114 Harish Kumar Wadhwa
GM - Marketing
PGDBM
40
9-Feb-05
15
Permanent
Sales & Marketing
2,526,906 Parsec Technology Limited / Sr.Manager
115 Harpreet Singh
Regional Business Head
MBA
43
15-Apr-04
19
Permanent
Sales & Marketing
3,771,956 Integrated Technology Solutions Pvt Limited / General Manager
116 Harsh Dhillon
DGM - Sales/ISP/ Carriers/Cable
BA
37
15-Mar-02
14
Permanent
Sales & Marketing
2,863,897 Band-X-Limited / Manager
117 Harsh Malhotra
DGM - Sales/Corporate PGDBM
38
19-Nov-95
17
Permanent
Sales & Marketing
2,636,617 Sterling Holiday Resorts India Limited / Sr.Sales Executive
VP - CSD
118 Heera Lal Gupta Head - Technical
B.E./B.Tech
41
16-Feb-99
20
Permanent
Technical Services
5,209,615 Koshika Telecom Limited / Sr.Manager
119 Hemant Dadlani
Head - Sales Kolkata
MBA
38
13-Jul-95
20
Permanent
Operations & Management
4,372,008 Blue Dart Express Limited / Sales Executive
120 Hemant Malik
GM - Networks
B.E./B.Tech
36
1-Jun-05
12
Permanent
Technical Services
2,680,854 Reliance Infocomm Limited / Network Architect
121 I P Tiwari
DGM - Sales
B.E./B.Tech
37
4-Mar-02
19
Permanent
Sales & Marketing
3,030,355 Sify / Unit Head
122 Inder Walia
Group Director Human Resources
PGDBM
51
6-Aug-07
25
Permanent
Human Resources 25,552,186 Arcelor Mittal / Corporate Director-HR
123 Inderjit Hundal
GM - P2M
M.Tech/MS
42
2-Apr-07
17
Permanent
Customer Service Delivery
3,671,710 Vodafone Group Technology / Programme Manager
124 J P Srivastava
GM - Technical
B.E./B.Tech
58
11-Jan-01
30
Permanent
Technical Services
3,583,429 Comverse Network Systems / Associate Consultant
125 Jagbir Singh
CTO - Mobility
MBA
45
9-Nov-01
23
Permanent
Technical Services 13,923,123 Nortel Networks, Singapore Director-Network Systems & Solutions
126 Jagdeep Sethi
DGM - Marketing
MBA
40
3-Nov-00
16
Permanent
Sales & Marketing
2,586,508 Casio India Co. / Asst. Manager
127 Jagdish S Randhawa
Head - Service Marketing
M.Sc
58
26-Feb-04
36
Permanent
Customer Service Delivery
4,643,257 Spice Communications Limited / Vice President
128 Jai Menon
Director- Customer Service & IT
MS–Mech Engg. 45 & PhD Mech Engg
22-Aug-02
17
Permanent
Information Technology
32,209,925 BellSouth Corporation / Corporate Officer and Executive Vice President
129 Jantina Catharina Director-Alliance van de Vreede & Corporate Responsibility
Master of Dutch Law
49
16-Aug-01
32
Contract
Alliance & Corporate Responsibility
26,252,834 British Telecom/ Alliance Director
130 Jaywant Mohan Head - Finance Puri
CA
45
12-Jul-05
18
Permanent
Finance & Accounts
2,473,018 Pepsi Co India Holdings Pvt Limited / GM-Finance
37
17-Apr-07
13
Permanent
Technical Services
4,989,048 Nortel / Manager
131 Jehangir Khambata
DGM - IT & Innovation B.E./B.Tech
132 Jinesh Nabhiram Regional Voice Head Hegde
B.E./B.Tech
40
20-Nov-01
19
Permanent
Sales & Marketing
2,637,836 Tractbc Tirfor India Private Limited / Regional Manager
133 Joseph Rajakumar A
B.E./B.Tech
45
28-Jan-02
22
Permanent
Technology Services
2,853,083 RPG Paging Limited / Manager
Head - IT
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
134 Joydeep Roy Chowdhary
GM - FX & OM
MBA
39
10-Jun-02
135 K Rangarajan
GM - Marketing
MBA
40
136 K Shankar
GM - T2R-I&FR
B.E./B.Tech
137 K Srinivas
Joint President Telemedia Services
138 Kavi Mahajan 139 Kedar Teny
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
14
Permanent
Customer Service Delivery
2,735,612 Idea Cellular Limited / Assistant Manager-Customer Care
1-Nov-04
16
Permanent
Sales & Marketing
2,566,669 Marketing And Development Research Associates / Project Director
42
23-Jul-97
22
Permanent
Technical Services
2,956,226 Pertech Computers Limited / Dy. Manager- Scm
BE, PGDBM
46
7-Nov-02
21
Permanent
Business Head
Head - Marketing
MBA
35
20-Aug-07
13
Permanent
Sales & Marketing
2,697,974 Idea Cellular Limited / Manager
GM - Marketing
MBA
37
26-Sep-07
13
Permanent
Sales & Marketing
2,410,719 Lowe Worldwide / Brand Planning Director - South East Asia
140 Kishor Asrani
National Sales Vertical Head - M&D
B.Sc
39
15-Feb-05
18
Permanent
Sales & Marketing
3,218,740 HCL Infinet Limited / Zonal Head - North & East
141 Koustuv Mitra
Head - HR Telemedia Services
B.Sc
46
11-Dec-06
22
Permanent
Human Resources
6,123,032 Convergys India Services Private Limited / Senior Director
142 Krish Shankar
Director - HR
PGDBM
46
23-Mar-07
25
Permanent
Human Resources 19,557,158 Unilever Asia Africa Singapore (Hindustan Lever Limited)/ Vice President - HR
143 Krishan K Sharma DGM - Sales
MBA
35
3-Oct-97
14
Permanent
Sales & Marketing
2,545,456 Sayaji Hotels Limited / Sales Executive
144 L Ramakrishna
VP - SCM
M.Tech
44
29-Sep-00
18
Permanent
Supply Chain Management
4,162,320 Alcatel / Sr. Manager
145 Lal Bahadur Prasad
VP - Service Delivery
PGDCBM
42
1-Jul-02
19
Permanent
Customer Service Delivery
4,600,160 Wipro Infotech / Project Manager
146 LV Lanka Venkata Sastry
Operations Head Karnataka
MBA
42
19-Sep-06
19
Permanent
Sales & Marketing
4,646,087 Xerox India Limited / GM-National Key Accounts
147 M P Deepu
Head - Contact Experience
BA
36
15-Oct-96
16
Permanent
Customer Service Delivery
3,443,774 Hab Est, Saudi Arabia / Sales Executive
148 Madanagopal Ramachandran
CIO South & West 2
MBA
48
11-Feb-04
24
Permanent
Technology Services
4,511,713 RPG Cellular / Head - IT
149 Madhav Shenoy VP - Network
M.Sc
43
13-Oct-04
19
Permanent
Technical Services
3,493,561 Institute Of Quality Limited / Associate Vice President
150 Madhu Dua
GM - Marketing
PGDITM
37
20-Feb-02
16
Permanent
Sales & Marketing
2,696,867 Escotel Mobile Communications Limited / Maanger
151 Madhukar Srivastava
VP - Network
B.E./B.Tech
47
25-Jun-07
24
Permanent
Technical Services
3,530,142 Tata VSNL / Head-Planning & Implementation
152 Madhuranjan Kumar
GM - Technical
M.Tech
41
4-Mar-02
13
Permanent
Technical Services
2,763,964 Lucent Technologies / Engineer
153 Mahendra Kumar GM - Network Baghel
B.E./B.Tech
45
30-Nov-01
22
Permanent
Technical Services
2,842,745 Shyam Telelink Limited / Deputy General Manager
154 Mahesh Thampi
COO - MO MP&CG
Post Graduation
47
20-Mar-06
24
Permanent
Operations & Management
7,843,930 Reliance Infocomm Limited / Circle Head
155 Manav Deep Mianwal
GM - Marketing
MBA
36
14-Nov-06
10
Permanent
Sales & Marketing
3,281,569 American Express Bank Limited / Product Head
156 Manika Choubey GM - INT Delivery
M.Sc
45
20-Jun-97
18
Permanent
Technology Services
3,196,852 PCL Software Exports Division / Sr. Manager
157 Maninder Singh
Head - Technical
B.E./B.Tech
40
9-May-05
19
Permanent
Technical Services
3,452,228 HFCL Infotel Limited / Dy. General Manager
158 Manish Bhatt
VP - Marketing
PGDBM
42
11-Sep-03
24
Permanent
Sales & Marketing
4,023,909 BPL Mobile Limited / Branch Head
159 Manish Lamba
GM - Legal
LLB
37
1-Aug-06
12
Permanent
Legal Services
2,705,502 Hindustan Coca Cola Beverages Private Limited / Legal Councel (In House)
160 Manish Rastogi
Head - CS - South & West 2
PGDBM
42
10-Jun-02
17
Permanent
Customer Service Delivery
3,912,677 Honda Siel Cars / Manager Marketing
161 Manish Trehan
Head - Modern Trade
BA (Hons)
44
26-Aug-02
16
Permanent
Sales & Marketing
4,701,518 Hindustan Times Limited / Dy. Manager
162 Manisha Chopra Head - HR
MBA
42
1-Feb-07
20
Permanent
Human Resources
2,660,975 Reliance Infocomm Limited / Head-HR
163 Manoj Kohli
CEO & Joint Managing Director
B.Com, LLB, MBA 50
26-Oct-02
29
Permanent
Business Head
164 Manoj Kumar Jain
Head - IT AES Corporate
MBA
39
1-Feb-07
17
Permanent
Technology Services
2,564,385 Induslogic Inc / Director - CSS
165 Manoj Manicketh VP - Sales
MA (Eco)
43
24-Sep-03
22
Permanent
Sales & Marketing
4,322,386 Reliance Infocomm Limited / City Manager - Wired Line
166 Manoj Murali
Head - CSD
MBA
38
1-Oct-01
14
Permanent
Customer Service Delivery
3,338,254 Crompton Greaves / Area Sales Manager
167 Manoj Paul
Chief Operating Officer B.E. & MBA - Enterprise Services, Mumbai
41
8-Apr-02
16
Permanent
Operations & Management
5,179,962 HCL Commet / GM Legal
13,944,730 Hindustan Lever Limited/ Business Manager New Ventures
39,264,622 Escotel Mobile Communications Limited / Executive Director & Chief Executive Officer
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Designation
Qualification (s)
Age
Date of commencement of employment
168 Manoj Rao
DGM - Marketing
MBA
41
28-Oct-02
169 Manoj Tandon
GM - Network
B.E./B.Tech
41
170 Manu Talwar
CEO - MO Maharashtra & Goa
CA
171 Meenakshi Vajpai Sr. VP - IT 172 Mehul K Shah
Chief Architecture & Planning - IT & Innovation
173 Michael Eric Lobo Head - Service Operations
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
14
Permanent
Sales & Marketing
3,016,047 Global Telecom Services Limited / Manager - Marketing
16-Dec-02
18
Permanent
Technical Services
2,619,801 Hughes Telecom (I) Limited / Manager
45
7-Aug-06
22
Permanent
Operations & Management
PGDCA
46
12-Aug-03
23
Permanent
Technology Services
5,474,517 VCustomer Services India Pvt Limited / General Manager
MS in Computer, BS (Engg)
43
13-Dec-06
18
Permanent
Information Technology
8,555,713 Verizon Communications Irving TX/ Techinical Manager-Strategic Architecture Platforms
BA
45
18-Oct-02
22
Permanent
Customer Service Delivery
3,655,497 Koshika Telecom Limited / Asst. General Manager-Customer Care & Collections
11,568,430 Coca-Cola India/ Regional Vice - President
174 Milan Rao
Chief Operating Officer B.E. & MBA - Enterprise Services, Delhi
38
1-Apr-03
15
Permanent
Operations & Management
7,486,919 JM Morgan Stanley / Head Sales
175 Mohammed Imthiaz Yunus
GM - Marketing
PGDBM
34
6-Jan-04
10
Permanent
Sales & Marketing
3,258,947 Mc Dowell & Co. Limited / Sr. Manager
176 Mohan Verma
Head - Sales & Marketing
PGDBM
36
27-Sep-06
12
Permanent
Sales & Marketing
3,408,351 GE Money Financial Services Limited / Product Head - Retail Loan
177 Mudit Agarwal
Head - IT
PGDBM
38
14-Jun-05
15
Permanent
Technology Services
3,384,575 Dalmia Consumer Care / Head - IT
178 Mukesh Singla
Head - Finance
CA
37
19-Nov-01
13
Permanent
Finance & Accounts
3,064,447 Spice Communication Limited / Deputy Manager - Finance
179 Munish Kanotra
VP - Marketing
PGDBM
38
9-Oct-01
14
Permanent
Sales & Marketing
5,078,127 Spice Telecommunications / Sr. Manager
180 Murali Kittu
Head - Service Operations
MBA
40
1-Jul-05
17
Permanent
Customer Service Delivery
6,067,265 Standard Chartered Bank / National Manager
181 Murali Nayar
DGM - ILD/Carrier Services
B.E./B.Tech
39
2-Jul-01
12
Permanent
Sales & Marketing
2,773,915 Satyam Infoway Limited / Account Manager
182 Muralidhar GM - SCM Sankaranarayanan Sarma
MFM
42
4-Sep-06
21
Permanent
Supply Chain Management
2,578,008 Tata Teleservices Limited / Sr. Manager
183 Murtuza Charania GM - Marketing
MBA
38
1-May-07
15
Permanent
Sales & Marketing
2,704,442 Samsung India / National Training Manager
184 N Arjun
Executive Director DTH
B.Com, MBA 52 & PG Diploma in International Trade
17-Jan-83
28
Permanent
Business Head
185 N L Garg
Chief Supply Chain Officer
B.E./B.Tech
19-Jul-04
22
Permanent
Supply Chain Management
5,060,504 Escotel Mobile Communications Limited / Dy. Manager
44
16,208,854 Bharti Tele-Ventures Limited/ Chief Operating Officer
186 N P Muralidharan Head - Technical
M.Tech/MS
52
19-Apr-05
34
Permanent
Technical Services
2,561,927 Indian Army / Colonel
187 N Shanker Ravi
VP - IT
PGDM
41
2-Nov-05
15
Permanent
Technology Services
3,349,639 IBM Global Services / Dy. General Manager
188 Nagarajan R
Head - Technical
B.E./B.Tech
45
1-Aug-00
25
Permanent
Technical Services
3,888,886 Bharti Cellular Limited / Head-Technical
189 Najib Khan
Chief Operating Officer B.E./B.Tech - Enterprise Services, South
39
3-Jul-01
17
Permanent
Operations & Management
4,621,686 Alcatel Business Systems / Technical Manager
190 Narayanan Arunanchalam
Head - HR - East, West & Sri Lanka
MA (Psy)
45
7-Nov-07
20
Permanent
Human Resources
3,476,927 Wipro Limited / Vice President
191 Narender Gupta
Corporate DirectorGroup Regulatory Affairs
B.Com, PGDBM, FCS, LLB
51
1-Feb-99
29
Permanent
Regulatory
192 Naveen Aldangady
GM - SCM
B.E./B.Tech
42
1-Feb-07
19
Permanent
Supply Chain Management
2,995,793 RCL / Head - Source
193 Naveen Gupta
GM - Collections
PGDBM
35
10-May-07
13
Permanent
Customer Service Delivery
3,451,375 Barclays / Associate Director
194 Navin Sherman
Head - Finance
CA
39
7-May-03
15
Permanent
Finance & Accounts
3,614,868 BPL Mobile Communications Limited / Sr. Manager
195 Neeraj Jain
GM - Sales
M.Tech/MS
39
1-Mar-00
17
Permanent
Sales & Marketing
3,832,695 Siemens Informations System Limited / Business Manager-Marketing
196 Nikhil Kumar
Head - IT - East & Sri Lanka
PGDCA
47
17-Jul-01
19
Permanent
Technology Services
3,085,055 BPL Mobile Limited / Manager
197 Nilanjan Roy
Chief Controller Mobility
CA
43
1-Mar-06
19
Permanent
Finance & Accounts
198 Nivedan Sahani
National Sales Vertical MBA Head - PSU & Govt
45
12-Jun-06
21
Permanent
Sales & Marketing
4,162,164 Microsoft / Relationship Manager
199 P R Sridhar
DGM - Technical / BSG
48
19-Jan-01
23
Permanent
Technical Services
2,512,339 India Satcom Limited / Sr. Manager Network Solutions
MBA
12,238,062 DLF Cement Limited/ Sr. Manager Legal to GM-Legal
10,672,208 Unilever Nv/Plc, USA / Finance Director
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
200 P S Parasuram
Head - Innovation, Marketing & Communication
PGDBM
43
22-Jan-07
201 P S Sandhu
CTO - Sri Lanka
M.Tech
58
202 Pankaj Gulati
GM - Finance
CA
203 Pankaj Miglani
Sr. VP - Finance
204 Pankaj Sarna
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
17
Permanent
Sales & Marketing
9,012,155 Sony Entertainment Television/ Head Projects
7-Aug-01
34
Permanent
Technical Services
6,552,670 Bonsai Networks India Private Limited / Country Head (India Operations)
38
26-Dec-03
13
Permanent
Finance & Accounts
2,673,712 Eicher Goodearth Limited / Manager
CA
39
21-Dec-01
16
Permanent
Finance & Accounts
6,213,535 GE Capital Transportation Financial Services / AVP
VP - SCM
B.Com
48
16-Jan-99
23
Permanent
Supply Chain Management
4,097,155 Modi Xerox Limited / Controller - Indirect Channels
205 Pankaj Sootha
VP - Business Head’s Office
M.Tech/MS
40
6-Mar-00
18
Permanent
Operations & Management
4,740,809 Glosolar Energy(India) Limited / Technical Manager
206 Parimal Mohile
GM - IT
BA
48
21-Dec-00
21
Permanent
Technology Services
3,101,266 Milestone Interactive Software Limited / Manager Operatiion
207 Parkash Vir Bhatia
DGM - CSD
B.E./B.Tech
43
2-Aug-02
22
Permanent
Customer Service Delivery
2,979,314 HFCL Satellite Comm. Limited / Sr. Manager
208 Partha Roy
GM - SCM
PGDBM
41
16-Apr-98
19
Permanent
Supply Chain Management
3,242,148 Onida Savak Limited / Deputy Manager
209 Parthasarathy Munuswamy
GM - Technical
B.E./B.Tech
56
24-Aug-01
37
Permanent
Technical Services
4,546,285 DOT / Dy. General Manager
210 Pawan Kaushal
GM - Prod Mgmt & Bus. Solutions
Diploma
37
1-May-00
15
Permanent
Sales & Marketing
2,636,398 STPI / Technical
211 Payush Gupta
DGM - Finance/ Commercial
B.E./B.Tech
38
14-Dec-06
14
Permanent
Supply Chain Management
2,521,151 Tata Infotech / Commercial Head (Asst. General Manager)
212 Prabhu Prasad Dash
Head - Technical
B.E./B.Tech
42
25-Jun-01
21
Permanent
Technical Services
2,662,405 Bonsai Networks / Sr. Manager
213 Pramendra Garg Chief Operating Officer CA - Telemedia, South
35
23-Oct-03
12
Permanent
Finance & Accounts
2,747,812 Aircel Digilink India Limited / Manager Finance
214 Prasanta Das Sarma
COO - Telemedia North B.E. & MBA
46
19-Aug-02
24
Permanent
Operations & Management
7,647,884 HFCL / Associate Vice President
215 Prashant Deo Singh
Head - HR
PGDPM
39
17-Jan-05
14
Permanent
Human Resources
3,128,479 Lord Krishna Bank / Deputy Vice President
216 Prashant Kumar Goswami
VP - Business Head’s Office
MBA
42
15-Dec-03
21
Permanent
Operations & Management
3,503,021 Xerox Modicorp. Limited / Head of Technical Support
217 Prashant Veer Singh
VP - CCT
B.E.
39
13-May-04
15
Permanent
Technology Services
3,443,722 Net Vision Cybertech Limited / AVP Infrastructure
218 Puneet Garg
VP - Technical
B.E./B.Tech
40
30-Jan-06
17
Permanent
Technical Services
4,263,964 Lucent Technologies / Asst. Director - NOS
219 Puneet Tandon
GM - Finance
CA
43
15-Feb-01
19
Permanent
Finance & Accounts
2,948,314 National Panasonic / Manager Finance
220 R Ganesh
GM - Network
MBA
39
1-Aug-05
13
Permanent
Technical Services
2,650,697 Nera Telecommunication (India) Private Limited / Sr. Manager Engineering
221 R K Bhardwaj
GM - SCM
PGDM
50
10-Jan-07
26
Permanent
Supply Chain Management
2,965,263 Lenovo IBM (India) Private Limited / Head Supply Chain
222 Raghav Rao
Head - VSAT
MBA
45
1-Apr-05
20
Permanent
Sales & Marketing
5,011,041 Comsat Max / General Manager
223 Raghunath Mandava
CEO - MO Rajasthan
PGDM
42
29-Sep-03
18
Permanent
Operations & Management
8,529,683 Hindustan Lever Limited / Operations & Marketing Manager
224 Rahul Gupta
CSO - Mobility
CA
43
1-Dec-06
21
Permanent
Customer Service Delivery
9,912,596 GE Capital Business Process Mgmt Service Limited / Vice President
225 Raj Kishore Prusty
VP - CSD
ICWA
44
8-Mar-04
15
Permanent
Customer Service Delivery
3,862,768 GE Consumer Finance / Regional Manager - Collections
226 Rajalakshmi Vijay DGM - CIG
CA
44
31-Dec-02
20
Permanent
Customer Service Delivery
2,584,991 National Insurance Company Limited / Administrative Officer
227 Rajan JS Kahlon GM - Global Data Business
B.E./B.Tech
38
9-Aug-06
14
Permanent
Sales & Marketing
2,700,764 VSNL / Dy. General Manager
228 Rajan Swaroop
Executive Director NSBU
B.E. & MBA
52
15-Nov-04
26
Permanent
Business Head
229 Rajat Jain
GM - E-tize PMO & Special Projects
MBA
40
22-Mar-04
14
Permanent
Technology Services
3,728,654 Spice Communications Limited / General Manager
230 Rajeev Chawla
GM - Finance
PGDBM
35
4-Mar-02
3
Permanent
Finance & Accounts
2,617,888 Escotel Mobile Communications Limited / Asst. Manager
231 Rajesh Agrawal
Head - Sales & Marketing
B.E. & MBA
39
5-Nov-01
15
Permanent
Sales & Marketing
2,521,824 Philips India Limited / Manager Marketing And Sales
232 Rajesh Khanna
VP - Client Service Management
M.Sc
46
1-May-06
19
Permanent
Customer Service Delivery
4,888,524 Telcordia Technologies Inc. / Marketing Head
12,563,683 Escotel Mobile Comunications Limited/ Chief Executive Officer and Executive Director
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Designation
233 Rajesh Kumar
Qualification (s)
Age
Date of commencement of employment
GM - CSO - Wholesale PGDBA Data Business
39
14-Jun-07
234 Rajesh Kumar Dudeja
Head - CSD
B.E./B.Tech
40
235 Rajesh Sahana
VP - Service Operations and B2C Projects
B.A. (Hons)
236 Rajiv K Bose
Head - CSD
237 Rajiv Mitra
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
12
Permanent
Customer Service Delivery
3,250,466 Convergys India / Sr. Manager - Technology
10-Feb-98
15
Permanent
Customer Service Delivery
2,704,799 Modi Xerox / Sr.Service Engineer
37
6-Jul-06
16
Permanent
Customer Service Vice President
3,701,144 ABN Amro Bank / Vice President
B.A.
44
1-Nov-04
21
Permanent
Customer Service Delivery
4,598,553 American Express / Manager
GM - Marketing
MBA
41
2-Mar-04
16
Permanent
Operations & Management
3,193,159 Reliance Infocomm Limited / Head-Enterprise
238 Rajiv Rajgopal
CEO - MO TN
MBA
41
12-Sep-07
18
Permanent
Operations & Management
6,459,120 Castrol India Limited/ VP Sales - Retail
239 Rajiv Sehgal
Product Head - VAS
MFC
38
19-Feb-03
16
Permanent
Sales & Marketing
3,281,932 BNP Paribas Bank / Regional Sales Manager
240 Rajiv Talwar
GM - HR
MBA
47
1-May-03
20
Permanent
Human Resources
3,346,148 Sun Reach HR Consultants / General Manager
241 Rajnish Kaul
Chief Operating Officer BA (Hons) - MO AP
41
28-Jan-03
20
Permanent
Operations & Management
5,464,154 Escotel Mobile Communications Limited / Head Sales
242 Rajnish Sharma
DGM - VSAT Product Development
B.E./B.Tech
36
4-Aug-06
15
Permanent
Technical Services
2,581,572 Hughes / Head - BSG
243 Rajnish Singh Baweja
Sr. VP - Finance
CA
40
26-Sep-01
15
Permanent
Finance & Accounts
5,935,119 Spice Communications Limited / Asst. General Manager-Finance
244 Rakesh Kumar
VP - Technical
M.Tech/MS
41
1-Apr-06
19
Permanent
Technical Services
4,185,017 BSNL / Jt. Deputy Director General
245 Rakesh Kumar
GM - Networks
MBA
45
20-Jul-07
20
Permanent
Technical Services
5,031,737 Harris Starex / General Manager
246 Rakesh Sharma
GM - Regulatory, Audit/Compliance
B.E./B.Tech
46
1-Jul-04
24
Permanent
Customer Service Delivery
3,057,350 VSNL / Head Customer Service
247 Rakesh Vaidya
Business Head Corporate & SMB - Mobility
MBA
44
31-Oct-07
21
Permanent
Operations & Management
4,271,617 Teletech Services India Limited / Vice President
248 Ramakrishna J
Head - Aquisition
PGDM
35
30-Jun-06
11
Permanent
Sales & Marketing
2,646,862 Coca Cola / Regional Manager
249 Ramamurthy Kolluri
VP - Networks
MBA
54
3-Nov-00
29
Permanent
Technical Services
5,973,600 Siemens Public Communication Networks Limited / VP Information & Broadband
PGDBM
36
2-Aug-04
14
Permanent
Sales & Marketing
3,513,565 Accenture Services Private Limited / Mbb, Consultant
251 Ramananda S G Zonal Business B.Sc Manager-Chennai Zone
43
18-Sep-07
23
Permanent
Sales & Marketing
2,503,172 Raksha Group / Chief Executive Officer
252 Ramesh Bindroo GM - Bid Management PGDBM
42
29-Sep-06
18
Permanent
Sales & Marketing
3,192,868 Avaya / National Manager-Govt. Business
253 Ramesh Chandra GM Network Planning
B.E./B.Tech
43
29-Sep-03
18
Permanent
Technical Services
2,598,949 Iserve India Solutions Private Limited / Dy. General Manager-Netops
254 Ramesh R
GM - App Planning Conformance
MBA
42
2-Aug-04
21
Permanent
Technology Services
3,166,069 Tata Teleservices Limited / Sr. Manager
255 Randeep Singh Sekhon
VP - Technical
B.E.
40
9-Jan-06
17
Permanent
Technical Services
5,227,325 Erricson India Limited / National Head
256 Rashmi Mehrotra DGM - Processes
M.Tech
41
1-Sep-04
18
Permanent
Technology Services
2,596,032 Centre For Devlopment of Telematics / Program Manager
257 Ravi Chandran
RBH - Regional Business Head
M.Sc
44
31-Dec-07
21
Permanent
Sales & Marketing
2,534,801 Reliance Infocomm Limited / General Manager-Sales
258 Ravi Kaushal
Sr. VP - Finance
CA
53
17-Apr-95
29
Permanent
Finance & Accounts
6,585,559 TCIL Bellsouth Limited / General Manager-Finance
259 Ravi Kumar Pattamatta
DGM - Network Operations
Diploma
40
3-Sep-01
19
Permanent
Technical Services
2,662,661 Tata Teleservices Limited / Asst. Manager
260 Ravi Parkash Gandhi
GM - Legal
B.E./B.Tech
38
3-Mar-08
17
Permanent
Legal Services
2,523,003 Reliance Communications Limited / Vice President
261 Ravi Ramaswamy Regional CS Head
M.Tech/MS
40
2-Jul-07
18
Permanent
Customer Service Delivery
2,630,056 Reliance Communications Limited / Head - Ico
262 Ravinder Bansal
GM - Finance
CA
34
10-Nov-00
13
Permanent
Finance & Accounts
2,602,623 JC Bhalla & Co. Chartered Accountant / Chartered Accountant
263 Ravindra Kumar Upadhyay
Head - CSD
CA
37
24-Dec-01
16
Permanent
Customer Service Delivery
2,706,178 Reliance Telecom Limited / Manager Commercial
264 Ravindra Singh Negi
Head - Sales & Marketing
PGDBM
37
1-Aug-00
14
Permanent
Sales & Marketing
3,639,070 Koshika Telecom Limited / Product Manager - Prepaid
MBA
38
9-Jan-02
5
Permanent
Operations & Management
2,753,103 Escotel Mobile Communications Limited / Assistant Manager Product-Contract
250 Ramanan VP - Sales Seshadri Venkata
265 Reena Aggarwal DGM - Business Head’s Office
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
266 Reena Tyagi
Head - HR
MBA
38
6-Aug-07
267 Rohit Chopra
GM - Finance
CA
43
268 Rohit Midha
Zonal Business Manager
MBA
269 Rohit Relan
GM - B2C Projects
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
16
Permanent
Human Resources
3,529,437 ABN Amro Bank / Vice President - Human Capital
9-Jan-06
17
Permanent
Finance & Accounts
5,667,047 Aircel Digilink India Limited / Head (Account)
37
19-Jul-04
14
Permanent
Sales & Marketing
3,424,519 Vijesh Marketing Pvt Limited / Head South India
CA
39
4-Apr-05
15
Permanent
Customer Service Delivery
3,006,043 Tata Teleservices Limited / Sr.Manager
270 Rohit Srivastava VP - IT
B.E./B.Tech
40
28-Nov-07
17
Permanent
Technology Services
3,411,890 Telmar Network Technology / General Manager
271 Rudra Dash
Head - CSD
MBA
46
13-Mar-06
22
Permanent
Customer Service Delivery
3,260,808 Reliance / Head Operations
272 Rupam Bora
GM - Application Support
PGDBM
43
21-Aug-06
20
Permanent
Technology Services
2,626,085 Reliance Infocomm Limited / GM
273 Rupinder Goel
CIO, Enterprise Services
MBA
49
17-Jul-06
24
Permanent
Technology Services
7,565,122 I Soft Ppe Limited / Chief Information Officer
274 RVS Bhullar
Chief Opearting Officer MBA
47
5-Feb-04
24
Permanent
Operations & Management
5,153,753 Coca Cola India / Area General Manager
275 S Asokan
Director Supply Chain
B.E (Mechanical), AICWA
51
7-Jun-06
24
Permanent
Supply Chain Management
12,678,490 Eicher Good Earth Limited/ General Manager
276 S Balasubramanian CFO - North Hub
CA
43
8-Aug-05
18
Permanent
Finance & Accounts
4,396,965 Coca Cola India / General Chief Accountant
277 S Ganesan
GM - Network Operations
PGDHRM
52
29-Jan-01
29
Permanent
Technical Services
3,565,248 DOT / Dy. General Manager
278 S K Mukhopadhyay
Head - Finance
CA
40
15-Nov-07
15
Permanent
Finance & Accounts
2,733,539 Cargill India Private Limited / Finance Contoller Sales & Marketing
279 S K Sharma
Sr. VP - Head BE
B.E./B.Tech
53
9-May-03
32
Permanent
Quality Services
6,752,248 GE Capital / Vice President - Quality
280 S Rajesh
Head - Operations
MBA
42
25-Apr-06
20
Permanent
Sales & Marketing
4,177,396 Go Airlines (India) Private Limited / Vice President (Sales & Marketing)
281 S Sivaramakrishnan Head - Service Delivery Platform
M.Sc
56
1-Dec-03
30
Permanent
Technology Services
6,732,614 Think Business Network Pvt Limited / Vice President
282 S Sriram
GM - Marketing
PGDM
36
18-Oct-04
12
Permanent
Sales & Marketing
2,609,096 Mother Dairy Limited / Marketing Manager
283 Sabu Verghese
GM - Network Chief TNG Office
MBA
49
11-Jul-05
30
Permanent
Technical Services
3,170,560 Reliance Infocomm Limited / Cluster Head
284 Sachin Deshpande
VP - Technical
B.E./B.Tech
42
12-Mar-02
18
Permanent
Technical Services
3,783,020 Siemens Public Comm. Limited / Sr. Manager - Technical
285 Sachin R Sarna
DGM - Sales
MBA
35
13-Apr-05
14
Permanent
Sales & Marketing
2,570,109 BPL Cellular Limited / Zonal Sales Manager
286 Sagar C Gosalia
Head - Marketing
PGDBM
36
20-Apr-07
13
Permanent
Sales & Marketing
2,943,733 Idea Cellular Limited / Head Marketing
287 Sagar Darbari
Head - Marketing
PGDTM
38
24-May-04
14
Permanent
Finance & Accounts
3,963,266 Tata Teleservices Limited / Market Planning Manager
288 Salil Khanna
Regional Business Head
B.E. & MBA
41
11-Jul-06
21
Permanent
Sales & Marketing
2,613,409 Reliance Infocomm Limited / Circle Lead
289 Sam Elangalloor
CEO - Telemedia West PGDBM
44
2-Feb-04
19
Permanent
Operations & Management
6,239,110 Zee Telefilms / Vice President Sales & Marketing
290 Samarth Bakhru Head - Marketing
PGDBM
33
22-May-00
10
Permanent
Sales & Marketing
2,597,561 Woodstock Sound Corp / Sales Executive
291 Sameer Mathur
National Sales Vertical Head - Retail
PGDAM
38
1-Sep-06
12
Permanent
Sales & Marketing
2,912,770 Pantaloon Retail India Limited / Area Manager - North
292 Samit Guha
VP - Finance
CA
39
17-Mar-04
18
Permanent
Finance & Accounts
3,494,880 Philips India Limited / Factory Controller
293 Sandeep Behl
CSO - Enterprise Services
B.E./B.Tech
45
16-Jan-07
23
Permanent
Customer Service Delivery
7,921,164 Hewett Pakward India Limited / Business Head
294 Sandeep Dhiman GM - Easy Charge, LAN WAN & Network Security
B.E./B.Tech
42
4-Jul-07
18
Permanent
Technical Services
3,229,229 Datacraft India Limited / Sr. Regional Support Manager
295 Sandeep Jwala
GM - Network
B.E./B.Tech
46
13-Nov-06
20
Permanent
Technical Services
3,168,183 Shyam Telelink Limited / General Manager
296 Sanjay Bahl
COO - MO HPHP
MBA
46
1-Apr-96
26
Permanent
Operations & Management
5,629,397 Casio Mobile Communication Limited / General Manager - Marketing
297 Sanjay Berry
VP - Finance
CA
40
2-Apr-07
16
Permanent
Finance & Accounts 4,228,883 Patni Computers / VP - Finance
298 Sanjay Bhutani
GM - CSD
B.E./B.Tech
36
6-Apr-00
14
Permanent
Customer Service Delivery
3,157,336 Fascel Limited / Project Manager
299 Sanjay Charan Mathur
GM - Technical
M.Sc
46
3-Oct-98
24
Permanent
Technical Services
2,766,854 C Rly, BPL Div / Section Engr.
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Designation
Qualification (s)
Age
Date of commencement of employment
300 Sanjay Gupta
Chief Marketing Officer
B.E. & MBA
42
15-Mar-07
301 Sanjay Jain
PFO (West Hub)
C.A.
45
302 Sanjay Kapoor
Deputy CEO
B.Com (Hons), MBA
47
303 Sanjay Kumar
GM - Finance
CA
304 Sanjay Mittal
Head - VSAT
305 Sanjay Rawal
DGM - App Planning & Conformance
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
19
Permanent
Sales & Marketing 16,312,797 Hindustan Levers Limited/ Head Marketing (GM)
13-Aug-98
16
Permanent
Finance & Accounts 4,652,508 Continental Float Glass /Manager
1-Mar-06
25
Permanent
Business Head
38
20-Aug-07
14
Permanent
Finance & Accounts
2,871,765 Convergys / Sr. Manager - Finance
B.E./B.Tech
43
30-May-06
19
Permanent
Technical Services
7,255,515 Ingram Micro India Limited / Head-Sales
B.E./B.Tech
37
19-Apr-05
14
Permanent
Technology Services
2,511,999 Mahindra British Telecom / Manager - Technical Infrastucture Management
306 Sanjay Sachdeva GM - SCM
MBA
43
5-Feb-07
21
Permanent
Supply Chain Management
2,706,400 Motorola / S. I. Procurment Manager
307 Sanjay Saxena
GM - Commercial
B.E./B.Tech
43
1-Nov-06
18
Permanent
Supply Chain Management
2,580,300 Hero Motors / Dy. General Manager - Materials
308 Sanjay Sehgal
VP - Marketing
MBA
40
7-Aug-06
17
Permanent
Operations & Management
4,000,319 Standard Chartered Bank / National Sales Manager
309 Sanjeeb Kalita
Head - CSD
MBA
39
15-Apr-05
14
Permanent
Customer Service Delivery
2,739,531 Accenture / Consultant
310 Sanjeev Bedekar CTO - East
M.Tech/MS
44
24-Aug-06
20
Permanent
Technical Services
5,203,080 Tata Teleservices Limited / Vice President
311 Sanjeev Chhabra VP - Sales
MBA
41
16-Oct-00
18
Permanent
Operations & Management
3,422,291 Procall Limited / Sr. Manager Sales
312 Sanjeev Kumar Saxena
CEO - MO HPHP
CS
44
30-Jan-94
23
Permanent
Operations & Management
8,241,324 A F Ferguson / Consultant
313 Sanjeev Kumar Sood
GM - CAG
CA
39
21-Sep-98
19
Permanent
Audit & Compliance
2,514,780 Invest India Economic Foundation / Manager Accounts
314 Sanjeev Mahajan Regional Voice Head
Diploma
41
19-Sep-05
19
Permanent
Sales & Marketing
3,637,357 Idea Cellular Limited / Dy. General Manager-National Accounts
315 Sanjiv Mishra
Head - Sales & Marketing
MBA
39
1-Aug-07
15
Permanent
Sales & Marketing
3,066,238 Becton Dickenson India / Regional Manager
316 Sanjive Sharma
DGM - Sales
B.E./B.Tech
40
19-Jun-06
15
Permanent
Sales & Marketing
2,787,055 Btnaccess / Business Dev. Manager
317 SankaranarayananHead - Technical Venkataraman
B.E./B.Tech
53
12-Jan-02
29
Permanent
Technical Services
5,264,996 DOT / Dy. General Manager
318 Sant Pratap Goel CTO - MO Gujarat
B.E./B.Tech
41
5-Jul-05
17
Permanent
Technical Services
2,496,656 Tata Teleservices Limited / Manager
319 Sarabjeet Kaur
Head - CSD
ICWA
41
19-Jun-06
19
Permanent
Customer Service Delivery
4,352,159 Tata Teleservices Limited / General Manager, Head Customer Care
320 Sarvjit Singh Dhillon
Group Director CMDs Office
B.A.(Hons), FCIMA, MBA
43
29-Jun-01
21
Permanent
Finance
321 Sathya Prasad P Zonal Business Manager-TN Central Zone
MBA
37
12-Nov-01
12
Permanent
Sales & Marketing
2,520,351 Logis Lubenet Solutions Private Limited / Unit Leader
322 Satyajit Patnaik
GM - HR
MBA
43
3-Jul-06
18
Permanent
Human Resources
3,441,234 Indraprastha Medical Corporation Limited / Sr. General Manager
323 Saurabh Goel
Chief Operating Officer PGDBM
41
27-Jun-03
14
Permanent
Operations Management
5,099,065 Hughes Escorts Comm. Limited / Team Lead
324 Saurabh Mittal
DGM - Technical
B.E./B.Tech
32
16-Feb-07
12
Permanent
Technical Services
2,415,800 Idea Mobile Communication / Asst. General Manager
325 Selvinson S J S
GM - Technical
B.E./B.Tech
36
7-Jun-04
16
Permanent
Technical Services
3,197,717 Bonsai Networks / Technical Head
326 Senthil Kumar GM - VAS Balasubramaniam
B.E./B.Tech
34
11-May-05
11
Permanent
Technical Services
2,657,041 Shogi Communications / Director
327 Shaikhali Soyeabali Barodawala
B.Com
42
28-Jan-02
15
Permanent
Sales & Marketing
3,519,820 Satyam Infoway / Field Executive
328 Shailendra Singh COO - Telemedia South
PGDBM
43
15-Nov-97
19
Permanent
Operations & Management
3,862,353 Jaypee Hotels / Manager - Sales & Marketing
329 Shailesh A Kantak
COO - Telemedia West
MBA
42
12-Jan-06
18
Permanent
Operations & Management
6,205,185 BPL Mobile Limited / Chief Operating Officer
330 Shamik Das
CEO - Telemedia South CA
46
15-Oct-93
24
Permanent
Operations & Management
10,943,946 Penguin Books India Limited / Finance Administrator
331 Shamini Ramalingam
Director - Internal Assurance
Bachelor of Commerce
50
30-Nov-07
27
Contract
AudIt & Compliance
11,845,445 Telstra Corporation, Australia / National Manager, Business capability & Solutions
332 Shankar Halder
CTO - Telemedia Services
B.E / B.Tech
50
19-Apr-04
26
Permanent
Technical Services 10,270,731 Escotel Limited / Chief Technical Officer
RBH- Regional Business Head
Total experience
Gross Previous employment / remuneration designation
27,087,433 Tele Tech Services India Limited/ President & CEO
34,406,065 British Telecom / ED & Chief Finance Officer
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
333 Sharad Gupta
Head - CSD - East
B.E./B.Tech
46
3-Sep-98
Total experience
25
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Permanent
Customer Service Delivery
Gross Previous employment / remuneration designation
4,580,726 Thames Technologies / Dy. General Manager (Sales)
334 Sharan Shetty
GM - Marketing
MBA
41
4-Jun-07
14
Permanent
Sales & Marketing
3,080,063 Levis Ci / Business Head
335 Sharlin Thayil
COO - MO Gujarat
PGDBM
47
28-Dec-00
23
Permanent
Operations & Management
7,417,296 Bilt / Deputy General Manager - South
336 Sharma Kumar Sanjay
Head - Sales
MBA
43
9-Apr-07
20
Permanent
Sales & Marketing
5,088,887 Reliance Communications Limited/ Sales - Head
337 Shashi Arora
CEO - MO Delhi
B.E. & MBA
44
1-Feb-06
18
Permanent
Operations & Management
7,794,162 Kotak Mahindra Bank / Group Head - Marketing
338 Shefali Malhotra GM - Finance
CA
36
1-Mar-00
13
Permanent
Finance & Accounts
2,716,165 Airborne Express / Manager - Accounts
339 Shiben Das
VP - Technical
M.Tech/MS
40
22-Jan-01
15
Permanent
Technical Services
4,167,586 DOT / Deputy General Manager
340 Shishir Kumar
CEO - MO Bihar & Jharkhand
PGDM
45
31-Aug-06
22
Permanent
Operations & Management
7,215,859 Beta Healthcare International Limited / Chief Operating Officer
341 Shivan Bhargava COO - MO Orissa
PGDBM
40
10-Oct-03
17
Permanent
Operations & Management
4,951,673 Coca Cola India / Regional Logistics & Planning Manager
342 Shrirang N Bijur
Sr. VP - SCM
MBA
56
12-Feb-07
35
Permanent
Supply Chain Management
5,230,624 Reliance Capital Limited / Sr. Vice President
343 Shweta Tangri
GM - Compensation & Benefits
MBA
33
19-Feb-07
9
Permanent
Human Resources
3,875,558 Ernst & Young / Manager
344 Shyam Prabhakar VP - Technical Mardikar
B.E.
38
20-Sep-01
20
Permanent
Technical Services
5,412,036 C-DOT / Research Engineer
345 Sonal Kapasi
VP - Business Performance Management
CA
37
3-Jan-00
17
Permanent
Operations & Management
3,506,634 A F Ferguson & Co. / Assistant Consultant
346 Soumya Ranjan Jena
GM - Technical
B.E./B.Tech
42
5-Apr-07
12
Permanent
Technical Services
2,951,521 Ecnet / Manager
347 Sreedhar Krishna Principal Financial Menon Officer
MBA
38
1-Jul-02
13
Permanent
Finance & Accounts
3,702,464 AFL Private Limited / Manager - Accounts
348 Srikanth Subramanian
GM - Sales
MBA
44
10-Sep-01
22
Permanent
Sales & Marketing
2,910,301 PC India Private Limited / General Manager
349 Srinath Shetty Operations
DGM - Zonal
MBA
40
17-Jan-05
17
Permanent
Customer Service Delivery
2,737,733 Metro Media Technologies / National Sales Manager
350 Srinath Vedula
GM - HR
PGDBM
48
20-Feb-06
23
Permanent
Human Resources
3,676,956 Tata Teleservices Limited / General Manager
351 Srinivas N
Head - Marketing
MMS
42
24-May-01
21
Permanent
Sales & Marketing
3,098,179 Mahindra Hotels& Resorts / Divisional Manager - Marketing
352 Srinivas S Vemuri GM - Technical
MBA
40
11-Jul-98
18
Permanent
Technical Services
3,379,759 Vizag Steel Plant / Lecturer
353 Sriram T V
VP - Networks
PGDM
40
2-Feb-01
12
Permanent
Technical Services
4,620,598 Comverse Network Systems / Systems Engineer
354 Subir Jana
VP - SCM
B.E. & MBA
41
16-Apr-07
17
Permanent
Supply Chain Management
4,845,607 Tata Autocomp Limited / General Manager
355 Sudeep Banerjee VP - HR
MBA
39
21-Feb-05
17
Permanent
Human Resources
4,120,178 Aventis / General Manager-HR
356 Sudhanshu Datt GM - SCM
Diploma
43
1-Nov-06
21
Permanent
Supply Chain Management
2,515,743 Genpact / Asst VP
357 Sudheendra R Magdal
GM - President’s Office
PGDBM
36
2-Jan-08
11
Permanent
Operations & Management
3,320,570 Infosys Technologies Limited / Principal
358 Sudipto Chowdhury
COO - MO Assam
B.Sc
45
16-Jun-03
23
Permanent
Operations & Management
6,244,652 Bharti Hexacom Limited / Vice President
359 Sugumaran J
Sr. VP - Chief Network Officer
B.E./B.Tech
53
24-Jul-00
29
Permanent
Technical Services
6,514,138 BPL Mobile Communications Limited / Head Network Performance
360 Sukesh Jain
Chief Operating Officer - AES North
MBA
41
1-Jun-00
17
Permanent
Operations & Management
4,212,006 Procall / Sr. Manager
361 Sukhdeep Singh Head - Technical Gill
B.E.
37
8-Feb-05
16
Permanent
Technical Services
2,513,018 Tata Teleservices Limited / Sr.Manager
362 Sukhjit Singh Pasricha
MBA
37
7-Mar-07
15
Permanent
Human Resources
4,292,981 Pepsi / Vice President - HR
363 Sundararaman P Head - Finance
ICWA
40
12-Dec-05
16
Permanent
Finance & Accounts 4,587,117 Subhiksha Trading Services / Vice President
364 Sunil Bharti Mittal Chairman and Managing Director
Graduate
51
1-Oct-01
23
Contract
General Management
208,966,418 Bharti Cellular Limited / Chairman and Managing Director
365 Sunil Colaso
COO - MO UPU
MBA
42
1-Oct-02
18
Permanent
Operations & Management
6,871,076 Max Healthcare / Dy. General Manager- Marketing
366 Sunil Mishra
Head - Marketing
MBA
37
6-Aug-07
14
Permanent
Sales & Marketing
4,338,871 Reliance Communications Limited/ National Head
367 Sunil Rajapurohit GM - Service B.E./B.Tech Fulfillment & Assurance
37
2-Jul-07
14
Permanent
Technology Services
3,087,075 On Command Video Corp. / Architect, Software Developer
368 Sunil Singh
40
1-Dec-04
16
Permanent
Sales & Marketing
2,659,051 Unicom Infotel / Director - Sales
Head - HR (AES)
DGM - Sales/Channel & Acquisition
B.E / B.Tech
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Designation
Qualification (s)
369 Sunil Tandon
Chief Operating Officer MBA - MO Maharashtra
Age
Date of commencement of employment
48
4-Nov-03
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
22
Permanent
Operations & Management
7,532,354 Reliance Infocomm Limited / Head Key National Accounts
370 Suphal Mehrotra GM - Marketing/ Product Management
MMM
37
9-Feb-04
16
Permanent
Sales & Marketing
2,968,765 Siemens Information Systems / Bussiness Manager
371 Suraj Saha
GM - Sales (ZBM)
B.E. & MBA
35
3-Mar-03
11
Permanent
Sales & Marketing
2,906,990 Godrej Sara Lee Limited / Area Sales Manager
372 Surekha Poddar
VP - Market Research MBA
43
17-Oct-06
20
Permanent
Sales & Marketing
3,297,627 Millward Brown / Regional Director - Royalty Solutions
373 Surendran C
Head - CSD
B.E. & MBA
43
4-Nov-03
21
Permanent
Operations & Management
5,618,289 Modi Xerox / Head-Outsourcing
374 Suresh Jangid
VP - Sales Ops
MBA
45
14-Jun-04
22
Permanent
Sales & Marketing
3,163,173 Oman Marketing & Services Co. / Sales Manager (Consumer Electronics)
375 Sushil Grover
Head - SCM
MBA
44
25-Sep-06
22
Permanent
Supply Chain Management
3,609,209 QTIL / Head Operations
376 Swarn Bajaj
CMO - North Hub
MMS
38
27-Oct-03
16
Permanent
Sales & Marketing
4,408,011 Spice Communications Limited / General Manager
377 Syed Safawi
Executive Director North
MBA, Advanced Management Program
45
2-Jul-07
21
Permanent
Business Head
14,543,450 Coca Cola International / Country Manager & Chief Executive Officer
378 T K Varadarajan GM - Marketing
Diploma
40
1-Mar-04
17
Permanent
Sales & Marketing
3,226,034 Value Labs / Manager
379 Tarun Soni
B.E./B.Tech
35
19-Oct-01
14
Permanent
Customer Service Delivery
2,636,493 Intersolutions India / Project Manager
380 T K Kumar Anand CTO - South
M.Tech/MS
53
15-Nov-02
29
Permanent
Technical Services
5,424,549 Interwave Communications / Project Director
381 Umesh Gupta
VP - IT
PGDSM
40
12-Dec-06
18
Permanent
Technology Services
5,210,520 Equinox / Chief Information Officer
382 V Seetharaman
GM - Technical/ISP Network O&M
B.E./B.Tech
49
1-Mar-02
19
Permanent
Technical Services
2,664,524 BSNL(DOT) / SDE
383 V Venkatesh
CEO - MO Karnataka
PGDBM
46
11-Apr-05
23
Permanent
Operations & Management
384 Varsha Kothwale Head - CSD AES West
BA
39
29-Sep-06
18
Permanent
Customer Service Delivery
3,275,091 Tata Teleservices Limited / GM
385 Vasudevan Padmanabhan
GM - CAG
B.Sc
46
1-Apr-05
25
Permanent
Audit Services
2,523,492 Hindustan Aeronautics Limited / Manager
386 Venkat Naidu
Head - CSD
B.Com
43
14-Feb-05
19
Permanent
Customer Service Delivery
2,497,811 Reliance Infocomm Limited / Head Customer Care
387 Venkatesh Vijay Raghavan
GM - Marketing
PGDBM
36
4-Jul-03
14
Permanent
Sales & Marketing
3,964,340 Reliance Infocomm Limited / Product Manager-Marketing
388 Vidur Rattan
GM - Marketing
PGDBM
31
16-Apr-01
8
Permanent
Sales & Marketing
5,626,584 Standard Chartered Bank / Management Trainee
389 Vidya Sagar K
GM - Sales/Carrier Sales
Diploma
42
2-Mar-00
21
Permanent
Sales & Marketing
2,794,199 Compaq / Area Manager
390 Vijai Prakash Tripathi
VP - Network Operations
M.Tech
46
15-Dec-97
21
Permanent
Technical Services
5,425,747 Optel Telecom Limited / Project Lead
391 Vijaya Sampath
Group General Counsel & Company Secretary
B.A., LLB, FCS
56
1-Jan-04
24
Permanent
Legal & Secretarial
392 Vikas Joshi
Head - HR, Transformations
PGDPM
49
1-Mar-07
27
Permanent
Human Resources
8,069,829 Hindustan Levers Limited/ Personnel Manager
393 Vikas Kaul
DGM - Marketing
B.E./B.Tech
35
25-Feb-02
13
Permanent
Sales & Marketing
2,609,730 Idea Cellular Limited / Key Account Manager
394 Vikas Malik
GM - Technical
B.E./B.Tech
37
13-Jun-05
15
Permanent
Technical Services
3,754,962 Spice Telecommunications / Dy. General Manager
395 Vikas Singh
CMO - Telemedia Services
MBA
42
22-Aug-06
19
Permanent
Sales & Marketing
7,272,894 Hutch India / AVP-Sales & Marketing Operations
396 Vikrant Khanna
VP - Marketing
MBA
37
21-Mar-07
12
Permanent
Sales & Marketing
3,908,263 Satyam Infoway Limited / Business Head-Utilities
397 Vineet Jain
Head - CSD
PGDBM
37
2-Dec-03
15
Permanent
Customer Service Delivery
3,153,249 Escotel Mobile Communications Limited / Chief Manager- S&M
398 Viney Tandon
DGM - Sales
B.A.
35
28-Jun-04
15
Permanent
Sales & Marketing
2,511,114 HFCL Infotel Limited / Sr. Manager - Sales
399 Vinita Tikoo
DGM - HR
PGDBM
37
5-May-03
13
Permanent
Human Resources
2,692,422 Nestle India / Corporate Training Manager
400 Vinod Kumar Giyal
CMO - South Hub
MBA
42
10-Jun-04
18
Permanent
Sales & Marketing
4,454,820 Whirlpool Of India Limited / Regional Sales Director
401 Vinod Mukundan GM - Technology Partner Governance
B.E./B.Tech
41
25-Jun-07
16
Permanent
Customer Service Delivery
2,674,715 Hewlett Packard / Operations Manager
402 Vinod Radhakrishnan
Head - Modern Trade
MBA
38
15-Nov-04
18
Permanent
Sales & Marketing
2,726,310 Reliance Infocomm Limited / Cluster Head
403 Vipin Gupta
Regional Head - West
Diploma
37
3-Oct-01
12
Permanent
Technical Services
2,881,145 Hughes Telecom / Asst. Manager
GM - Command Centre/CCT
11,666,338 HLL / Marketing Manager
14,007,558 Ranbaxy Laboratories / VP (Legal & Secretarial)
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
404 Vir Inder Nath
GM - PCO
PGDBM
36
23-Apr-07
405 Vishal Gupta
GM - CSD
PGDIM
38
406 Vishal Gupta
VP - SCM
B.E. & MBA
407 Vishal Sehgal
COO - MO J&K
MBA
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
13
Permanent
Sales & Marketing
3,480,668 Idea Cellular Limited / Dy. General Manager
5-Nov-01
20
Permanent
Customer Service Delivery
2,689,001 BSNL / Jt. Deputy Director General
39
12-Jul-99
14
Permanent
Supply Chain Management
3,816,633 Birla AT&T Communication / Assistant Manager
41
14-Jul-05
17
Permanent
Operations & Management
7,060,017 Reliance Infocomm Limited / Head-Cluster Sales & Operations & Business Head Post Paid Business
408 Vivek Madan
GM - Networks
B.E./B.Tech
36
1-Aug-01
17
Permanent
Technical Services
2,904,200 Band-X Limited / IP Consultant
409 Vivek Saxena
GM - Network
B.E./B.Tech
40
15-Oct-01
19
Permanent
Technical Services
3,403,770 Hughes Telecom / Sr. Manager
410 Vivek Sharma
GM - Finance
CA
41
3-Apr-07
17
Permanent
Finance & Accounts
2,862,681 Tata Teleservices Limited / Sr. Manager - Finance
411 Yatish Mehrotra COO - MO Karnataka
B.E./B.Tech
38
11-Apr-03
18
Permanent
Operations & Management
6,605,288 Escotel Mobile Communications Limited / General Manager - Marketing
412 Yogesh Gulabani GM -Technology Services
B.E./B.Tech
39
3-Oct-06
12
Permanent
Technology Services
2,737,343 Colt Technology Services (I) Pvt Limited / Manager - IT Operations & Services
3,216,047 Datacraft India Limited / Head - Professional Services
(B) EMPLOYED FOR PART OF THE FINANCIAL YEAR 1
A S Pillai
2 3
VP - Marketing
B.E / B.Tech
42
7-Jul-08
21
Permanent
Sales & Marketing
Abdul H Khaleeli Voice Head
Graduation
38
15-Nov-07
15
Permanent
Sales & Marketing
391,904 Tata Teleservices / Sr. Manager
Abhimanyu Sen
GM - IT
B.E / B.Tech
41
15-Dec-08
19
Permanent
Technology Services
869,781 Accenture / IT Projects Delivery
4
Abhishake Garg
Sr. Manager Technical
B.E / B.Tech
36
2-Nov-05
14
Permanent
Technical Services
515,382 Reliance Infocomm Limited
5
Ajay Malwade
GM - Engagement & Operations CSD
PGDRP
50
25-Jun-07
26
Permanent
Technology Services
695,068 Wipro Infotech / Sr. Consultant
6
Ajay Satyarthi
Head - CIN
BA
40
1-Feb-00
18
Permanent
Technology Services 2,132,896 TCIL / Computer Engineer
7
Ajay Sohanvi
Manager - Purchase Management
BA
33
8-Nov-04
14
Permanent
Supply Chain
8
Akhil Gupta
Joint Managing Director
CA
53
1-Sep-03
27
Contract
General Management
620,506 Ajanta Offsets / Production Executive 32,755,356 Consultancy
9
Akhilesh Saxena DGM - BE
MBA
35
24-Nov-05
14
Permanent
Quality Services
10
Alan Meldrum
Head - Commercial AES
Post Graduation (Phychology)
50
28-Jan-08
18
Permanent
Finance & Accounts
2,159,469 Orange Business Services / Commercial Manager Asia Pacific
550,072 Wipro / Program Manager
11
Alok Goyal
VP - SCM
M.Tech / MS
44
30-Nov-08
23
Permanent
Supply Chain Management
1,652,489 Senergy Global Limited / Head - Carbon Credits
12
Amar Misra
DGM - Sales
MBA
40
20-Mar-07
15
Permanent
Sales & Marketing
492,828 Idea Cellular Limited / Sr. Manager
13
Amardeep Misra DGM - Technical Stategic Planning
B.E / B.Tech
40
1-Aug-06
15
Permanent
Technical Services
762,611 Hutchison Essar Limited / Sr. Manager
14
Amit Mittal
DGM - Business Plannning & Analysis
CA
33
23-Sep-02
7
Permanent
Finance & Accounts 1,490,006 Gateway Systems Pvt Limited / Manager Accounts
15
Anadi Agnihotri
DGM - Marketing
PGDBM
39
15-Sep-08
9
Permanent
Sales & Marketing
1,308,206 Sutherland Global Services / Director-Service Delivery
16
Ananthalakshmi Head - HR & Admin H Srinivasan
MBA
37
15-Oct-07
13
Permanent
Human Resources
1,359,769 Target Services India Pvt Limited/ Head - HR
17
Anil K Malhotra
GM - Hub Delhi
Diploma
59
11-May-95
34
Permanent
Technical Services
3,519,382 Videsh Sanchar Nigam Limited / Dy. Engineer
18
Anish Antani
DGM - Finance
MBA
40
10-May-06
14
Permanent
Finance & Accounts
1,057,959 Tata Teleservices Limited / Sr. Manager-Finance
19
Anshuman Kalia Sr. Manager Marketing
MBA
32
16-Jul-01
7
Permanent
Sales & Marketing
693,936 Joined in Bharti Airtel Limited as Fresher
20
Anshuman Verma DGM - Marketing
PGDCM
35
7-Aug-06
10
Permanent
Sales & Marketing
731,618 ABN Amro Bank / AVP
21
Anuj Kohli
Manager - ILD/Carrier Services
B.E / B.Tech
31
1-Jun-05
3
Permanent
Technical Services
386,242 Aircom International / Sales Manager
22
Anuj Mishra
Asst. Manager Sales
PGDBM
28
1-Apr-04
5
Permanent
Sales & Marketing
933,335 Dishnes Dsh Limited / Sales Executive
23
Anupam Jalote
Chief Process Officer
MBA
45
1-Nov-04
20
Permanent
Customer Service Delivery
2,512,352 Tata Services Limited / Head - Customer Service Delivery
24
Archana Sasan
VP - Legal
LLB
45
12-Feb-09
16
Permanent
Legal Services
1,372,771 GE Money Financial Services Limited / VP-Legal&Compliance
25
Arun Vohra
VP - CSD
M.Tech/MS
47
15-Oct-97
23
Permanent
Customer Service Delivery
2,876,924 Oriflame India Pvt Limited / General Manager
26
Arvind Pandey
CTO - AES
B.E / B.Tech
47
25-May-05
26
Permanent
Technical Services
3,491,022 Hutchison Max / General Manager
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Designation
Qualification (s)
Age
Date of commencement of employment
27
Ashish Dutta
Head - IT
PGDBM
38
6-Aug-07
28
Ashish Prabhakar VP - Business Head Hastak
B.E / B.Tech
37
17-Nov-08
29
Ashok Juneja
Corporate Director B.Tech & PGDM Business Development
52
30
Atul Gupta
GM - Finance/ Commercial
CA
31
Avnish Jindal
Sr. VP - Finance
32
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
18
Permanent
Technology Services 1,569,743 TCS / Consultant
17
Permanent
Operations & Management
14-Sep-98
29
Permanent
Business Development
42
21-Oct-05
17
Permanent
Finance & Accounts
1,812,371 Reliance Infocomm Limited / Dy. General Manager
CA
43
28-Aug-01
20
Permanent
Finance & Accounts
3,718,648 Dabhol Power Company / Project Lead
Balasubramaniam Head - SCM SK
M.Sc
44
10-May-06
21
Permanent
Supply Chain Management
1,286,147 Tata Teleservices Limited / General Manager
33
Balasubramanian V Principal Technical Officer
B.E / B.Tech
42
10-Jul-06
20
Permanent
Technical Services
2,574,683 Aircel Limited / General Manager
34
Biju R Naik
ZBM
B.E.
36
20-Mar-06
11
Permanent
Sales & Marketing
35
Biswarup Goswami
VP - HR
LLB
44
3-Jul-06
22
Permanent
Human Resources
36
Carol Borghesi
Director - CSD
Marketing MgmtInternational
52
26-Sep-06
28
Contract
Customer Service 14,390,639 21st Century Service Delivery / & Delivery Managing Director
37
Dakshinamoorthi DGM - HR Uthirapathi
MBA
59
9-Dec-02
34
Permanent
Technical Services
1,464,750 HTL Limited / Dy. General Manager
38
Debashish Das
GM - HR
MBA
39
1-Aug-04
18
Permanent
Human Resources
1,507,470 Aptech Limited / Profit Centre Head - Learning Businsess
39
Debojeet Goswami
Sr. Manager - Training PGDBA
42
10-Jan-05
18
Permanent
Human Resources
398,929 HDFC Standard Life Insurance / Sales Training Manager
40
Deepa Chadha
VP - HR
PGDBM
37
9-Feb-09
14
Permanent
Human Resources
1,446,855 Genpact / Vice President HR Shared Services
41
Deepak Mishra
Sr. Manager HR
MBA
33
25-Aug-04
9
Permanent
Human Resources
42
Deepak Sethi
DGM - Operations
BA
40
15-Dec-97
18
Permanent
Operations & Management
2,678,169 The Residency Hotel / GM
43
Deepakjit Singh Chatrath
Sr. VP - Marketing
Post Graduation
45
9-Apr-08
13
Permanent
Sales & Marketing
8,971,117 British Telecom / Head of Media & Broadcast
44
Dolly Grover
DGM - HR
MSW
39
1-Feb-06
16
Permanent
Human Resources
45
Ekta Kumar
Sr. Manager - BE
MBA
33
4-May-06
10
Permanent
Quality Services
46
Gaurav Deveshwar
GM - SCM
B.E. & MBA
35
16-Oct-08
10
Permanent
Supply Chain Management
1,643,344 Neutrogena Corporation / Distribution & Logistics Manager, Supply Chain
47
Gopal Vittal
Director - Marketing
MBA
43
25-Sep-06
17
Permanent
Marketing
9,213,782 Hindustan Levers Limited/ Vice President Fabric Cleaning Asia
48
Harish Dua
Head - Internal Assurance
CA, MBA
51
23-Feb-04
29
Permanent
Compliance & Internal Assurance
4,299,908 Pepsi Foods Private Limited / VP (Corp. Planning)
49
Harjeet Kohli
VP - Treasury & Investor Relation
MBA
35
19-Jan-09
11
Permanent
Finance & Accounts
1,954,705 Citigroup India/ Director - Corporate & Investment Bank Head (East)
50
Harmeet Singh
Sr. Manager - BPA
CA
34
16-Feb-04
7
Permanent
Finance & Accounts
420,138 Reliance Infocom Limited / Analyst
51
Harsh Chutani
GM - SCM
PGDBM
39
9-Feb-09
15
Permanent
Supply Chain Management
389,456 Buongiorno (Hong Kong) Limited/ Vice President - Media
52
Hemanth Kumar G
VP - Marketing
B.E. & MBA
38
1-Aug-03
15
Permanent
Sales & Marketing
53
Indrajit Pakrasi
Sr. Manager - Brand
MBA
36
23-May-05
14
Permanent
Sales & Marketing
54
J P Singh
GM - SCM
B.E & B.Tech
42
14-Oct-04
22
Permanent
Supply Chain Management
2,115,862 Data Access Limited / Manager
55
Jagdish Prasad Agarwal
VP - Legal
CS
40
1-Jun-07
16
Permanent
Legal Services
1,965,401 Acme Tele Power Limited / Corp & Commercial Lawyer
56
Jaideep Kohli
Head - Channel & Acquisition
PGDBM
40
23-Jul-04
14
Permanent
Sales & Marketing
2,215,925 HCL Infosystems Limited
57
Jayant Khosla
Executive Director Mobility West
BE(Hon), MBA
46
22-Mar-04
21
Permanent
Business Head
58
John Koshy
Head - Technical
B.E.
53
18-Apr-05
27
Permanent
Technical Services
3,871,272 Ericsson India Private Limited / Project Consultant
59
Jyoti Pawar
Director - Legal & Regulatory
Solicitor’s Degree, 43 LLB
18-Aug-08
17
Permanent
Legal Services
7,493,970 GE Money/ Senior VP- Legal & Compliance
60
K Muthanandam GM - Network
B.Sc
58
28-Sep-01
39
Permanent
Technical Services
2,691,824 BSNL / Head - Technical
61
K S Muralidhar
PGDCA
36
1-Mar-07
12
Permanent
Sales & Marketing
Sr. Manager Marketing
Total experience
Gross Previous employment / remuneration designation
1,982,272 Tata Communications Limited / Head - Global Access Management & Feasibility 16,006,128 Hutchison – Max / Chief Operating Officer
894,130 Reliance Infocomm / Cluster Business Head 2,749,453 Philips India Lighting / Director HR - India & Pakistan
344,429 Amway India Enterprises / State Trainer
395,701 Alcatel Development India (P) Limited / Manager 387,925 Deloitte & Touche / Manager
1,483,975 Kanini Consultants Pvt Limited / Director 348,449 Rediffusion Dyr / Group Account Manager
10,699,924 Coca Cola India / VP Operations, Mumbai
289,989 Ogilvy & Mather / Account Director
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
62
Kirtikar Ojha
Regional Sales Head - NCR
MBA
44
28-Sep-05
63
Kishore Gogar
GM - Finance
ICWA
49
7-Sep-96
20
Permanent
Finance & Accounts 2,406,256 Hexacom (India) Limited / GM.
64
Krishan Mohan Saxena
Head - IT
B.E. / B.Tech
43
19-May-08
22
Permanent
Technology Services 3,562,100 Genpact / Vice President
65
Krishnan G V
CMO (East Hub)
MBA
41
4-Sep-04
19
Permanent
Sales & Marketing
1,827,918 Food World Super Markets Limited / GM - Operations & Merchandising
66
Kuntak Roy Chaudhary
Principal Finance Officer
CA
40
10-Oct-08
10
Permanent
Finance & Accounts
1,469,952 Federal Express Corporation / Financial Controller (Manager)
67
Kunwar Kishore Arora
Sr. VP - ESBU
MBA
49
18-Jun-08
24
Permanent
Sales & Marketing
5,544,105 UCA Services Inc./ Vice President
68
Lalit Nagpal
GM - Finance
ICWA
40
2-Sep-04
16
Permanent
Finance & Accounts
1,536,787 Tata Teleservices Limited / Sr. Manager - Billing
69
Lokesh Suji
Manager - Sales/Media MTM
34
6-Mar-06
14
Permanent
Sales & Marketing
377,179 Sify Limited / Sales
70
Macharaja P
DGM - Projects
Diploma
42
12-Dec-05
23
Permanent
Technical Services
913,412 Tata Teleservices Limited / Sr. Manager Networks
71
Madan Mohan Bajpai
Head - Sales
MBA
50
18-May-04
26
Permanent
Sales & Marketing
2,780,231 Coca Cola India / General Manager-Sales & Distribution
72
Madhu Nori
VP - IT
BE & MBA
36
13-Oct-08
16
Permanent
Technology Services
2,024,276 Independant Consultant / Telecommunications Consulting
73
Mandeep Bhatia COO - MO Maharashtra
MBA
40
4-Dec-01
17
Permanent
Operations & Management
4,716,159 Spice Communications Limited / VP (Nepal)
74
Manish Aggarwal GM - Consolidation Projects
PGDBM
36
18-Jan-06
12
Permanent
Customer Service Delivery
1,329,137 Optimus Outsourcing Company / AVP
75
Manish Dua
40
28-Sep-06
18
Permanent
Sales & Marketing
2,159,330 Tata Teleservices Limited / General Manager
76
Manish Mamtani Head - IT
B.E / B.Tech
40
5-May-08
18
Permanent
Technology Services 3,907,507 Genpact / Vice President
77
Manish Saxena
CA
43
28-Aug-06
18
Permanent
Finance & Accounts
78
Manmohan Daga Sr. Manager Finance
MBA
36
16-Aug-05
13
Permanent
Finance & Accounts
845,415 Trident Group / Manager - Corporate Planning
79
Manmohan Saini Head - SMG
M.Com
40
12-May-03
19
Permanent
Customer Service Delivery
426,821 M/s Escotel Mobile Comm. Limited / Sr. Executive
80
Monicka Raj Govindan
B.E. / B.Tech
55
12-Sep-01
31
Permanent
Technical Services
3,510,789 Wipro Spectra Mind / Project Lead
81
Nagesh Rajanna CEO - UP Circle
MBA
44
12-Jul-07
20
Permanent
Operations & Management
5,420,106 Pepsico India Holdings Pvt Limited
82
Naveen Gupta
GM - Marketing
MBA
38
19-Feb-09
16
Permanent
Sales & Marketing
339,218 Reliance Communications Limited/ Head - Strategic Planning & Alliances
83
Neeraj Arvind Shah
DGM - Business Analyst
MBA
38
10-May-06
11
Permanent
Operations & Management
694,535 Caretaker & Enterpreneur / Proprietor
84
Niraj Mehta
Manager - CSD
PGCBM
36
26-Mar-07
15
Permanent
Customer Service Delivery
314,034 Reliance Communications / Hub Head Service Assurance
85
Norman Don Price IV
Director - Networks
BE (U.S. Navy)
46
11-Feb-02
23
Permanent
Technical
86
P Swaminathan
Chief Operating Officer B.Tech, PGDM
54
12-Jul-99
29
Permanent
Business Head
4,930,114 BPL Cellular, Pune / Circle Head
87
P V V Srinivasa Rao
Cheif Marketing Officer BE & MBA - Telemedia Services
41
17-Jan-05
14
Permanent
Sales & Marketing
3,489,569 Hero Motors / Chief Operating Officer
88
Pankaj Nanda
DGM - Finance
CA
42
7-Jun-04
17
Permanent
Finance & Accounts
619,867 Reliance Infocomm Limited / Commercial Head
89
Paresh S Yadav
Sr. Manager - CSD
B.E / B.Tech
37
10-Nov-05
12
Permanent
Customer Service Delivery
348,228 E2E Serwiz Solutions Limited / Manager- Operations
90
Paroma Roy Chowdhury
VP - Marketing
Post Graduation
43
28-Aug-06
17
Permanent
Sales & Marketing
91
Pawan Kumar Rohatgi
GM - CSD
ICWA
42
1-Mar-07
18
Permanent
Customer Service Delivery
92
Pawan Pratap Singh
GM - Technical
B.E / B.Tech
40
1-Jun-05
21
Permanent
Technical Services
93
Pawan Trivedi
Sr. Manager - Finance CA
31
22-Aug-06
6
Permanent
Finance & Accounts
94
Pradeep Prabhakaran Eledath
GM - IT
PGDBM
41
22-Sep-08
17
Permanent
Technology Services
1,381,949 Fidelity Business Services India Private Limited / Sr. Manager
95
Prakash Sangam GM - Marketing and Innovation
PGDBM
33
6-Aug-07
9
Permanent
Sales & Marketing
1,993,954 Hindustan Unilever Limited / Regional Marketing Manager
96
Prasad Nambiar
MBA
35
3-May-04
11
Permanent
Sales & Marketing
2,195,558 AT&T Easylink / Regional Sales Manager
97
Prashant Chacko DGM - Marketing
PGDBA
32
25-Oct-04
9
Permanent
Sales & Marketing
520,893 Axalto Schlumberger / Account Manager
Head - Voice Business MBA AES West
Principal Finance Officer
Head - Technical
DGM - Sales
Total experience
19
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Permanent
Sales & Marketing
Gross Previous employment / remuneration designation
2,331,766 Essar Spacetel Limited / General Manager
1,932,229 Reliance Infocomm Limited / Project Commercial Head
34,226,257 Nextel Partners / Director
3,747,574 Hewlett Packard / Lead Communications 950,878 Reliance Infocomm / Head - Customer Service Delivery 2,059,095 Media Craft India Pvt Limited / Account Executive 426,147 TDCA / Manager
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Designation
Qualification (s)
Age
Date of commencement of employment
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
98
Prashanth Kumar Manager - Technical Karne
M.A.
38
21-Aug-06
3
Permanent
Technical Services
390,046 VSNL / Head -Customer Care
99
Prasoon Srivastava
MBA
44
3-Oct-06
23
Permanent
Technology Services
571,401 Tata Internet / Vice President
100 Pratik Mazumder Head - Marketing
PGDAC
35
2-Jan-02
14
Permanent
Sales & Marketing
2,109,849 Ogilvyone / Manager
101 Praveen Singhal
VP - Technical
M.Tech / M.S
39
29-Nov-08
9
Permanent
Sales & Marketing
1,286,105 Globacom Nigeria / CTO Ngn/IP
102 Premraj Menon
DGM - CSD
B.A. (Hons) Economics
43
22-Jan-04
19
Permanent
Customer Service Delivery
1,294,542 BPL Mobile Limited, / Zonal Sales Manager
103 R K Babbar
VP - Network
B.E / B.Tech
58
5-Jan-98
32
Permanent
Technical Services
2,539,481 Himachal Futuristic Communications Limited / General Manager - Cable Division
104 Radhakrishna A
Zonal Business Manager
B.Sc
39
30-Sep-05
16
Permanent
Sales & Marketing
1,335,982 Idea Cellular Limited / Asst. General Manager Sales and Distribution
105 Rahul Wadhawan Head - SMG
B.Com
32
4-Jun-07
11
Permanent
Customer Service Delivery
854,051 GE Capital Transportation Financial Services Limited / Assistant VP - Risk Management
106 Raj Kumar V K
GM - Sales
PGDQM
42
10-Oct-05
20
Permanent
Sales & Marketing
1,551,313 Iqara Telecoms India Pvt Limited Asst. Vice President
107 Rajeev Kinder
DGM - Sales
PGDBA
44
24-Mar-05
18
Permanent
Sales & Marketing
1,561,883 Reliance Infocomm / Head
108 Rajendra Singh Bhatia
DGM - Sales Distribution
BE & MBA
39
13-Jun-06
14
Permanent
Sales & Marketing
1,467,521 Philips India Pvt Limited / General Manager
109 Rajesh Kharbanda Head - Infrastructure, Governance and Special Project
MBA
54
16-Jan-03
28
Permanent
Technology Services
3,879,871 New Holland Tractors / Chief Information Officer
110 Rajesh Ohri
GM - Central Operations Console
PGDCA
39
2-Apr-07
15
Permanent
Technology Services
2,520,649 Ethopl / Dy. General Manager
111 Rajesh Ramdas
VP - Contact Operations
B.Com
41
3-Sep-07
15
Permanent
Customer Service Delivery
3,211,999 Sudtherland Gloservices / Vice President
112 Rajesh Sethi
Head - Finance
CA
36
2-Sep-03
11
Permanent
Finance & Accounts
2,283,148 Tata Teleservices Limited / Asst. Manager- Finance
113 Rajiv Kumar Sharma
CEO - Small & Medium Businesses
BA, Post Graduate 51 in Arts, LLB, MBA
29-Dec-00
29
Permanent
Business Head
6,081,002 GMS Technologies/ President & Chief Executive Officer
114 Rakesh Khurmi
GM - Finance
MBA
41
12-Jul-05
17
Permanent
Finance & Accounts
1,738,257 Reliance Infocomm Limited / Commercial Head
115 Ramanand Kambli Manager - Sales/ MMS Channel & Acquisition
34
6-May-05
10
Permanent
Sales & Marketing
577,472 PCS Technology Limited / Territory Manager
116 Ranganathan M
Head - Revenue Assurance
M.Com
35
27-Jan-00
12
Permanent
Finance & Accounts
455,426 BC Components India Limited / Commercial Officer
117 Ranjana Smetacek
Head-Group Corporate MA, BA Communications & Brand
52
2-Mar-09
21
Permanent
Brands & Corporate 1,722,792 Monsanto Company/ Communications Director-International Comm
118 Ravi Ramchandran
DGM - CSD
B.Com
43
9-Nov-05
22
Permanent
Customer Service Delivery
848,992 VSNL / Dy. General Manager
119 Raviganesh V
VP - Business Head
MBA
39
19-Jan-09
17
Permanent
Operations & Management
509,480 Subhiksha Trading Services / President
120 Ravinder Kumar Popli
CTO (North Hub)
M.Tech / M.S
50
2-Jan-03
24
Permanent
Technical Services
3,665,731 Army Headquarters / Chief Operating Officer
121 Rizwan Khan
Manager - Technical
B.E / B.Tech
36
7-Nov-02
10
Permanent
Technical Services
247,224 Bharti Telenet Limited / Asst.Manager
122 Rohit Tandon
Head - Marketing
PGDBM
36
23-May-03
11
Permanent
Sales & Marketing
1,802,671 Dabur India Limited / Sr. Brand Manager
123 Rupak Agarwal
Hub CSO - West
PGDBM
42
4-Oct-04
21
Permanent
Customer Service Delivery
3,265,886 HT Media Limited / GM - Strategic Marketing
124 Sai Vara Prasad
Sr. Manager-Technical M.E.
52
2-Feb-05
26
Permanent
Technical Services
1,032,073 Crompton Greaves Limited / Chief Techincal Manager
VP - Business Solutions IT
125 Sandeep Mirakhur CMO - West Hub
B.E / B.Tech
40
1-Nov-00
10
Permanent
Sales & Marketing
1,822,419 Shyam Aces Pvt Limited / Head
126 Sandeep Sawhney
VP - Strategic Alliances & Business NPD
MBA
44
17-Jan-05
16
Permanent
Sales & Marketing
3,507,965 Weather Channel Interactive Inc / Director-Business Development
127 Sanjay Bansal
Sr. Manager-Technical B.E / B.Tech
33
13-Apr-01
8
Permanent
Technical Services
128 Sanjay Dakwale
Head - CSD
BE & MBA
43
3-Mar-06
19
Permanent
Customer Service Delivery
129 Sanjay H Sheth
Sr. Manager - SCM
MBA
40
17-Jan-05
14
Permanent
Supply Chain Management
130 Sanjay Nandrajog Executive DirectorB.Tech (Chem), International Operations MBA
47
8-Jan-03
22
Permanent
International Operations
131 Sanjeev Madan
38
17-Oct-05
9
Permanent
Finance & Accounts
DGM - Finance/ Finance & Accounts
CA
470,848 Hughes S/W Systems / Sr.Engg 2,300,382 Hutchison Essar Limited / General Manager 453,915 Spice Communications Pvt Limited/ W H Manager 2,905,829 Pepsico/Market Unit Director 585,427 Coca Cola / Manager - Finance
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
132 Sanjeev Shekhar GM - Network Sahu
M.Tech / M.S
36
15-Sep-08
14
Permanent
Technical Services
133 Sanjeev Walia
MBA
30
2-May-05
9
Permanent
Sales & Marketing
134 Sapriya Malhotra Zonal Business Manager
BE & MBA
36
27-Mar-06
6
Permanent
Sales & Marketing
1,623,919 Reliance Infocomm / Cluster Head
135 Satish Laghate
GM - Network
B.E / B.Tech
43
8-Oct-97
21
Permanent
Technical Services
2,893,680 DOT / DET Ahmedabad
136 Satish Sharma
Zonal Business Manager
PGDGM
37
4-May-06
15
Permanent
Sales & Marketing
1,449,956 Hutch / Manager Zone Operations
137 Satyam Sharma
Sr Executive Technical
MIT
32
4-Sep-06
6
Permanent
Technical Services
549,253 IBM / Project Engineer
138 Shailendra Goel
DGM - Sales
MBA
38
22-Dec-03
13
Permanent
Sales & Marketing
791,881 Samsung India Limited / Branch Manager
139 Shailesh Dudani Sr. Manager Sales
MBA
34
1-Jul-05
11
Permanent
Sales & Marketing
485,061 VSNL / Head - Bulk Services
140 Shalini Gupta
DGM - Broadband and SMB
MBA
34
14-Aug-06
10
Permanent
Technology Services
1,717,123 Aviva Life Insurance / Project Manager
141 Shankho Chowdhury
VP - Sales
Post Graduation
47
11-Jan-06
23
Permanent
Operations & Management
3,409,945 Owned Media Solution & Marketing Company / Proprietor
142 Sharad Malik
DGM - Retention
MBA
37
10-Dec-04
12
Permanent
Customer Service Delivery
1,122,500 Idea Cellular Limited / Sr. Manager
143 Shaun Parmar
Corporate Director M&A & Business Development
CGA, MBA-Finance, B.Sc.
43
17-Jun-08
17
Permanent
Business Development
9,499,082 Gildan Activewear / VP
144 Shilpa Wadhwa
Sr. Manager Technical
B.E / B.Tech
36
3-Oct-06
11
Permanent
Technical Services
145 Shireesh Mukund Director - Marketing Joshi
MBA, B.Tech
44
19-Jan-09
20
Permanent
Marketing
4,751,790 PepsiCo International Greater China Foods/ VP Strategy & Business Transformation
146 Shyamal Mittra
VP - Marketing Management
MBA
40
22-Jan-07
16
Permanent
Technology Services
1,235,439 Satyam Computer Services / Director - Telecom Software and Consulting
147 Sivaprakash Narayanan P
DGM - Technical
B.E / B.Tech
45
28-May-07
22
Permanent
Technical Services
359,646 Nortel Networks / RF Expert
148 Sreeram Chakravarthy Gomadam
DGM - Technical
PGDTM
38
27-May-05
17
Permanent
Technical Services
1,721,575 VSNL / Dy. General Manager
149 Srikanth Balachandran
Chief Financial Officer CA, B.Com
48
17-Nov-08
28
Permanent
Finance
5,923,964 Hindustan Unilever Limited/ Programme Leader – Global Finance
150 Srinivas Bhattacharya
DGM - Marketing
MBA
38
4-Jun-07
13
Permanent
Sales & Marketing
151 Subroto Sen
GM - Marketing
MBA
42
24-Nov-05
19
Permanent
Sales & Marketing
1,037,084 Tata Teleservices Limited / Head Business Intelligence and Analytics
152 Sudhir Chopra
VP - Technical
B.E / B.Tech
45
27-Jan-06
23
Permanent
Technical Services
4,126,567 Alcatel Modi Network Systems Limited / Head-Projects
153 Sukanto Aich
COO - AES Corporate South
BE & MBA
41
9-Jul-01
16
Permanent
Operations & Management
4,533,983 Escosoft Technologies Limited / Head Sales
154 Suman Kaul
AGM - MAP A/cs
MBA
39
1-Oct-07
14
Permanent
Sales & Marketing
1,350,514 Verizon India Private Limited / Sales Manager
155 Sunil Maxwell Massey
CHRO - South & West 2
B.Sc
53
15-Jan-08
26
Permanent
Human Resources
2,302,805 Teletech Limited / Head - HR
156 Sunil Raina
Head - Marketing
MBA
35
2-Sep-04
10
Permanent
Sales & Marketing
450,140 Tata Teleservices Limited / Asst.Manager
157 Sunny Thomas
Head - CSD
PGSM & PR
40
1-Mar-05
15
Permanent
Customer Service Delivery
158 Surender Kumar GM - Compliance & Singh Performance Mgmt
B.E / B.Tech
43
18-Sep-06
21
Permanent
Technology Services
159 Suresh Kumar S Head - Operations
MBA
40
3-Jan-01
16
Permanent
Sales & Marketing
4,502,866 Pennisular E Com / Dy. General Manager
160 T K Balakumar
Sr. VP - CSD
B.E / B.Tech
47
21-May-04
24
Permanent
Customer Service Delivery
6,624,043 Daksh Eservices Private Limited / Director - Operations & Quality
161 Vaibhav Jain
Asst. Manager ILD/Traffic Analysis
B.Com
30
6-Jul-02
10
Permanent
Sales & Marketing
Sr. Manager - Sales
1,401,701 Nokia Siemens Networks / Regional Project Director 671,501 LG Electronics India Limited / Asst. Manager
325,595 VSNL / Manager Engg.
867,812 Idea Cellular / Head of Fraud Management
2,117,987 Idea Cellular / Head Collections 891,514 Reliance Communications Limited/ Dy. General Manager-IT
505,373 American Express India Pvt Limited / Team Member
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Sl. Name No.
Designation
Qualification (s)
Age
Date of commencement of employment
162 Vijay Srinivasan
COO - Enterprise Services Corporate West
BE & MBA
50
5-Jun-06
163 Vijaya Kumar Reddy Mannur
GM - SCM
PGDMM
54
164 Vinay Sharma
DGM - Marketing/ Brand & Comm
MBA
165 Vineet Kumar
Head - Legal
166 Vinit Taneja
Total experience
Nature of employment, whether contractual or otherwise
Nature of duties of the employee
Gross Previous employment / remuneration designation
14
Permanent
Sales & Marketing
6,890,605 Thomson/U21Global / VP- Business Development
28-May-07
23
Permanent
Supply Chain Management
1,726,003 TCS / Asst. General Manager
36
23-Sep-03
16
Permanent
Sales & Marketing
1,394,807 Blow Plast Limited / Manager-Marketing Services
MBA
42
5-Apr-05
16
Permanent
Legal Services
2,069,188 Reliance Infocom Limited / Head Legal, Collections and Regulatory
Chief Process Officer
MBA
51
27-Sep-04
27
Permanent
Customer Service Delivery
3,526,470 Institute Of Quality Limited / Sr. VP & Director
167 Viresh Dayal
Corporate Director Projects
B.Tech & PGDM
54
16-Aug-85
31
Permanent
Projects
4,100,366 DLF Universal Limited / Manager - Projects
168 Vivek Chandel
VP - Marketing
PGDBM
42
8-Jun-04
18
Permanent
Sales & Marketing
3,006,252 Escotel Mobile Communications Limited / General Manager
169 Vivek Sethi
Sr. Manager Marketing
PGDBM
37
17-Oct-05
13
Permanent
Sales & Marketing
170 Vivek Sharma
Head - FWP
MBA
41
24-May-05
13
Permanent
Sales & Marketing
537,622 Idea Cellular Limited / Sr.Manager
171 Wajid Shaikh
Asst. Manager - Sales B.E / B.Tech
30
29-Sep-06
6
Permanent
Sales & Marketing
391,358 British Telecom Infonet / Sr. Account Manager
172 Yamini Kurup
GM - Platinum Centre
MBA
37
1-Jun-05
15
Permanent
Customer Service Delivery
1,348,175 Hutch / Dy. General Manager
173 Yatin Pahwa
VP - Marketing
PGDBM
37
6-Oct-03
13
Permanent
Sales & Marketing
2,204,939 Cellnext Solutions / Dy. General Manager Marketing
174 Yougender Kumar
DGM - Marketing
B.E / B.Tech
37
15-Jan-09
17
Permanent
Sales & Marketing
917,355 Avaya Globalconnect Limited / Head - Presales
421,891 Tata Teleservices Limited / Retail Manager
Notes: 1. Gross Remuneration comprises of salary, taxable allowances and Perquisities and Company’s contribution to Provident Fund 2. The employee would qualify for inclusion in Category (A) or (B) on the following basis: For (A) if the aggregate remuneration drawn by him/her during the year was not less than Rs. 2,400,000 p.a. For (B) if the aggregate remuneration drawn by him/her during the part of year was not less than Rs. 200,000 p.m. 3. None of the employees mentioned above is a relative of any director of the Company except Sunil Bharti Mittal, Chairman and Managing Director, who is a brother of Rakesh Bharti Mittal and Rajan Bharti Mittal, directors on the Board of the Company 4. None of the employees mentioned above holds 2% or more of the share capital of the Company 5. The designation “Director” wherever prefixed describe the area of responsibility occurring in the above statement and is not a Board position except that of Sunil Bharti Mittal, Manoj Kohli and Akhil Gupta
BHARTI AIRTEL ANNUAL REPORT 2008-09
6. The employees are governed by the general terms and conditions of employment and the policies of the Company
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13
Management Discussion & Analysis Industry Structure and Developments
Regulatory changes
Indian telecom industry
•
The Indian telecom sector has seen a phenomenal growth and currently has close to 430 mn telecom customers. The market surpassed the USA to become the second largest market in the world after China. Notwithstanding this, the telecom penetration is only 37% with a wireless penetration of 33.7% and broadband penetration of 0.54%, thereby offering a good growth potential. The target of the Government is to reach 500 mn telecom customers of which 20 mn broadband customers by 2010. India presents robust growth opportunities driven by economic growth, increasing urbanization, rising income levels and a large youth population. The majority of new customers will be from the hinterland and remote areas with inadequate basic infrastructure and no previous connectivity, demanding low tariffs for voice calls and value added services like information about market and commodity prices, weather update, health update etc. The urban consumer demands high speed internet connectivity and audiovideo streaming, navigation and location maps, music downloads, gaming, m-commerce, IPTV and mobile TV. Tariffs for local and long distance calls are at the lowest levels in the world and still falling.
On March 20, 2009, Telecom Regulatory Authority of India (TRAI) released its regulations on QoS standards for both wireline and wireless services. For wireline services, TRAI has specified that billing complaints should be resolved within a maximum of 4 weeks. A parameter, Answer to Seizure Ratio, has been prescribed as an alternative to the Call Completion Rate (CCR) wherever the CCR cannot be measured and reported. For cellular services, the benchmark for call drop rates has been revised from the existing less than 3% to less than or equal to 2%. The condition on accumulated downtime for community isolation has been replaced with a new parameter on network availability, wherein network availability will be assessed through two separate parameters – Base Transceiver Stations’ (BTSs) accumulated downtime and worst-affected BTSs due to downtime. •
Recent developments in regulation Whilst much of the success is attributable to the entrepreneurial spirit of the telecom companies, various pro-active and positive policy measures taken by the regulatory authorities have also provided an impetus for growth. The relative importance of the regulatory changes should be viewed in light of big challenges and opportunities that the industry is facing today (as detailed in later sections of this report). Overall, the direction and pace of regulatory changes is positive for the industry and augurs well for the Company. The following list captures the key regulatory changes that were implemented by the Department of Telecommunication (DoT) and Telecom Regulatory Authority of India (TRAI) in the year 2008-09.
Interconnection Regulation for Broadcasting Sector On March 19, 2009, TRAI released the new interconnection regulation for the broadcasting sector wherein TRAI has not prescribed any limit / regulation on carriage / placement fee, which distributors of channels charge from broadcasters to carry their channels on its platform.
Innovations like shared infrastructure, new low cost technology and energy saving devices are critical to rural connectivity. On the other hand, competition will intensify with entry of new players and interest from global telecom operators, many of whom wish to reenter India after an earlier departure and participate in the success of Indian telecom. Bharti Airtel, with over 96 mn customers as on March 31, 2009, is the largest integrated telecom operator in India with investments of Rs. 23,489 mn, revenues of Rs. 373,521 mn and Rs. 78,590 mn in net profits. It is among the top five companies in terms of market capitalization in India.
Regulation on Quality of Service (QoS) for the telecom sector
Moreover, for the DTH sector, a distinction / definition has been prescribed for commercial and ordinary customers to enable DTH operators to provide their services to commercial customers as well. •
QoS Regulations for DTH operators On March 16, 2009, TRAI released its QoS standards for DTH operators. As per this regulation, DTH operators have been barred from amending the composition of their subscription package during the first 6 months, if such channels continue to be available on their platform. In case of withdrawal of any channel within the first 6 months, the DTH operator has to proportionately reduce the subscription charges and / or will have to offer any other channel of the same genre and language. Apart from the above, the operator will not be allowed to charge any fee towards visiting or repair and maintenance charges of DTH Consumer Premises Equipment (CPE) during the period of warranty for such DTH CPE acquired on outright purchase basis.
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Interconnection Usage Charge (IUC) regime
TRAI also made other significant recommendations to enhance rural telephony such as (i) reduction in 2% USO levy after covering 75% of the development blocks including villages (ii) subsidy scheme for optical fibre from USOF subsidized towers to the near block headquarters etc.
On March 9, 2009, TRAI issued a revised IUC regime wherein (i) Termination Charge (TC) has been reduced from Re.0.30/min. to Re.0.20/min. (ii) TC on incoming international calls has been increased from Re.0.30/min. to Re.0.40/min.(iii) Transit Charge has been reduced from Rs.0.20/min. to Rs.0.15/ min. •
Roll out obligations
The above recommendation is yet to be endorsed by the DoT. •
On February 10, 2009, Department of Telecommunications (DoT) modified the rollout obligations of Access Service Providers.
On March 12, 2009, TRAI recommended a lock-in period of 3 years of the equity share capital of promoter(s), whose net-worth has been taken into consideration for determining the eligibility for grant of a Unified Access Service License.
The service providers now need to fulfill their 1st and 3rd phase of roll out obligations within the 1st and 3rd year respectively from the date of allocation of startup spectrum, as against from the effective date of the licence agreement.
As per TRAI, after fulfillment of roll out obligations and DoT’s prior approval, such promoters may be allowed to sell their equity within the lock-in period as well. However, on such transactions, 50% of the profit will have to be retained in the business as a special reserve and utilized for telecom network expansion only and balance to be transferred to the DoT.
As per DoT, while computing the period of one year, the average delay in SACFA clearance shall be excluded. Moreover, in-building coverage will not be considered for roll out obligations for imposition of liquidated damages. •
•
•
Regulatory work-in-progress Universal Service Obligation (USO) and Rural telephony On March 19, 2009, TRAI recommended separation of USO fund from the purview of DoT so as to ensure efficient utilization of the funds collected to enhance rural connectivity. According to TRAI, the USO fund administrator should be effectively empowered with administrative and financial authority. TRAI has further stated that the USO fund Act should be amended so that the money accruing to the fund is directly managed by the organization and is not routed through the budgetary process of the Union Government.
Value Added Services (VAS) On February 13, 2009, TRAI released its recommendations related to VAS. TRAI did not recommend any separate category of license or registration for VAS.
Resale of International Private Leased Circuit (IPLC) On September 24, 2008, DoT introduced a new license regime for IPLC wherein resale of IPLC has been permitted to provide end-to-end IPLC between India and the country of destination for any capacity denomination. After obtaining the IPLC from ILDOs, the licensee can sell the bandwidth on retail basis with or without value addition to end customers and in this regard can have agreement for leased line with Access Providers, NLDOs and ILDOs. The licensee has also been allowed to provide billing services to its customers either directly or through an Access Provider.
•
The above recommendation is yet to be endorsed by the DoT.
Internet Protocol Television (IPTV) Services On September 8, 2008, the Ministry of Information & Broadcasting modified the guidelines for downlinking of television channels to enable broadcasters to provide their content to IPTV service providers. Earlier, IPTV service providers were not allowed to take content from broadcasters.
Lock-in-period for Promoter’s equity
As per TRAI, mutual commercial agreements between telecom access service providers and content providers/ content aggregators for revenue share in the provisioning of VAS services will remain the model. •
Spectrum Charges On December 10, 2008, TRAI gave its concurrence on DoT’s various proposals related to spectrum charging. Segregation of 2G & 3G revenue : TRAI endorsed the proposal of DoT to rule out the proposal of segregation of 2G & 3G revenue after taking into account the huge difficulties in verification and audit to prevent accounting and arbitrage and other practical difficulties. Annual Spectrum Charges: TRAI also endorsed DoT’s proposal to increase the annual spectrum charges for differential levels of spectrum i.e. Spectrum in MHz in 2G Upto Upto Upto Upto Upto Upto
Proposed Annual Spectrum Charges as % of AGR
4.4MHz (GSM) / 2.5MHz (CDMA) 6.2MHz (GSM) / 5MHz (CDMA) 8MHz 10MHz 12.5MHz 15MHz
3 4 5 6 7 8
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•
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ISPs both within telecom circle as well as across the telecom circles, ISPs and NLDOs have been permitted to connect with each other through public internet (the internet cloud) only.
These charges applicable to an operator with 2G spectrum should be applicable to the 2G+3G spectrum holder on their total AGR. Spectrum Charges for stand-alone 3G operator : The annual spectrum charges will be 3% with moratorium of 1 year from assignment of spectrum. Apart from the above, TRAI also recommended an annual administrative charge of 2% of the highest bid amount during the validity of 3G spectrum. This charge would be over and above the annual spectrum charges. This proposal is yet to be endorsed by DoT. •
Mobile Virtual Network Operator (MVNO) On August 6, 2008 and by means of its subsequent amendment dated March 12, 2009, TRAI recommended the entry of MVNOs in India. The definition of MVNO as suggested is: “MVNO in a service area is an entity that does not have spectrum of its own for access services but is licensed to provide access services to its customers through an agreement with any licensed access provider. The MVNO should not possess spectrum for access services in any manner including licensing of spectrum”. As per TRAI, MVNO should be free to choose its business model (Full or Intermediate or Thin). Typically, a Thin MVNO would offer services in its own brand without any infrastructure and a full MVNO could set up its own HLR, VLR, IN switches, MSC etc. but not the Radio Access Network (RAN). TRAI has also recommended that at present, one MVNO may be restricted to get parented to one telecom operator only in any service area. This is yet to be endorsed by the DoT.
•
Carrier Selection and NLD Calling Cards On August 20, 2008 TRAI issued the direction that in today’s context Carrier Selection is not justifiable on ‘need & cost benefit basis’. As an alternative to Carrier Selection, TRAI recommended that NLDOs and ILDOs should be allowed to introduce their own calling cards. As per TRAI, on such long distance calling cards, local calls and other intelligent network based and value added services like tele-voting, toll free numbers, SMS/ MMS and content services should not be allowed. This is yet to be endorsed by the DoT.
•
Internet Telephony On August 18, 2008 and by means of its subsequent clarification dated February 3, 2009 TRAI recommended to allow ISPs to offer full fledged unrestricted internet telephony (i.e. calling from internet to PSTN/PLMN numbers and vice versa within India).
As per TRAI, ISPs should not be subject to any QoS norms and also may not be mandated to provide emergency number dialing at present. This is yet to be endorsed by the DoT. •
3G and BWA Auction During the year, DoT initiated the process of auction of 3G and BWA spectrum but the auction date was deferred with no definitive announcement on dates. It is expected that it will take place after the formation of the new central government. Meanwhile, a Group of Ministers has been constituted to decide on the issue of pricing of 3G spectrum and BWA licenses.
OPPORTUNITIES AND THREATS Opportunities The rural landscape The Indian telecommunication industry is now the 2nd largest wireless market in the world after China and is poised to deliver solid growth forward. The focus on rural penetration and customer affordability will be instrumental in driving the next phase of growth in India. The majority of the wireless net additions have started to come from the rural segment. The telecom industry plays a pivotal role in transforming the lives of the rural households which account for 70% of India’s population. An increasing number of rural customers is contributing to the growth in telecom sector. The rural segment is witnessing a growth of 8-10% every month – giving a substantial boost to the telecom sector. With rural teledensity still below 15%, the opportunities are immense and Airtel is leveraging its fast mover advantage to reach the hinterlands. Currently, more than 60% of our new customers come from rural India. New technologies and paradigms As growth in data traffic accelerates with the proliferation and adoption of web services the telecom operators will evolve their infrastructure through upgrading their access transmission infrastructure from the base stations to the core switching network. With increasing bandwidth and data demands, advanced technologies like HSPA, WiMAX and WiFi will be deployed. 3G and BWA auctions will be held in the 2nd half of the year. Convergence will be a vital phenomenon to support all network and IT services, using IP as the strategic technology.
In this regard, allocation of E.164 number resources may be permitted to ISPs for providing Internet Telephony.
Infrastructure sharing may extend to active infrastructure, resulting in opportunity to reduce the costs to deploy mobile network infrastructure. The Enterprise Segment will see increased emphasis on managed services and MPLS technology which provides differentiated and assured Quality of Service (QoS).
In order to facilitate termination of Internet Telephony calls on PSTN/PLMN and vice versa including among
Triple Play services (Voice, Data and Video) will gather momentum with telecom operators getting into media www.reportjunction.com
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Bharti Airtel will participate in the discussions on the feasibility and the model for adopting 3G and other NGN (Next Generation Networks) related technologies in the Indian context. Our entry into the Sri Lankan market for telecom services in January 2009 is very encouraging. Our experience in the Indian Market and unique value based low cost business model is suitable for the Sri Lankan customer and we hope and expect to establish a strong presence in Sri Lanka, and create value for the Sri Lankan customers.
Threats Economic Meltdown There is a global economic slowdown that has severely impacted the largest economies and the effect is cascading down to the smaller and emerging economies. Governments across the globe are offering bailout packages to stimulate growth, infuse consumer confidence and provide employment opportunities. Large multinational corporations are struggling to grow their top-lines. As a result, the Enterprise business may be affected by this but we expect revival of this segment in the second half of this fiscal year. However, the India growth story continues, backed by a strong rural economy. Increased competition may reduce market share and/or revenue
Strong strategic partnerships
The wireless market in the year 2008-09 saw the entry of many existing players into newer circles along with operators migrating to GSM from CDMA technology. The coming year will see competition intensify as the market will grow to 550 mn customers.
We have a strategic alliance with SingTel, which has enabled us to further enhance and expand our telecommunications network in India to provide quality service to our customers. The investment made by SingTel in Bharti is one of their largest investments made in the world outside Singapore.
The market also saw the entry of many international and national long distance operators. This may lead to some tariff erosion and pressure on marketing expenditure in the coming year. Bharti Airtel, with its integrated portfolio of product and service offerings will emerge stronger and retain its leadership.
We have also established strong alliances with equipment and technology partners who share our drive for development of innovative solutions. Ericsson, Nokia Siemens and Huawei are equipment partners supporting our aggressive expansion plans by deploying state of the art technology across our networks. IBM has been working closely with us to transform our IT systems, key business processes and establishing an enterprise integration platform. Telephone services and long distance networks equipment partners include Siemens, CISCO, WIPRO and Tellabs among others. Nortel, IBM Daksh, Mphasis, Firstsource, Teleperformance, Aegis and HTMT are associated with us for providing excellent customer experience through dedicated call center operations. We have a strategic partnership with Infosys to provide a suite of products, including devices, application servers and interactive applications to enhance digital lifestyle for our customers. We work with globally renowned organizations such as On Mobile, Comviva, Yahoo, Google and Cellbrum among others to provide each of our customers with a unique experience in the areas of CRBT(caller ring back tone), Music on Demand, Email services and other Airtel Live applications.
SEGMENT WISE PERFORMANCE
We are considering a joint venture with Alcatel Lucent for managed services for our broadband and fixed line/ telephone services. This is the first Managed Services partnership for Broadband and Telephone Services in India. The joint venture when executed will provide services for Airtel’s migration to Next Generation Networks (NGN) to offer advanced services like highspeed internet, Triple Play, media-rich VAS, MPLS, VPN for both retail and business customers.
Bharti Airtel has had an overall robust performance in all segments in which it operates. In all, the Company added 31,938,527 mobile customers in FY 2008-09, representing a customer addition of 51.52% over the previous year. As on March 31, 2009 the Company had an aggregate of 96,649,487 customers, consisting of 93,923,248 mobile and 2,726,239 Telemedia customers. Our total customer base increased by 50.38% compared to the customer base on March 31, 2008. Mobile Services The Company offers mobile services using GSM technology on 900MHz and 1800MHz bands, and is the largest wireless service provider in the country, based on the number of customers. This segment constitutes the largest portion of the Company’s business, both in terms of total revenues and total customers. The company’s 93,923,248 mobile customers accounted for a customer market share of 24% of the wireless market, as on March 31, 2009. The Company offers post-paid, pre-paid, roaming and value added services through its extensive sales and distribution channel, covering 1,191,323 outlets. During the financial year, the Company expanded its operations to 5,060 census towns and 414,906 noncensus towns and villages in India, thus covering approximately 81% of the country’s population. Post the Company’s launch on January 12, 2009, our services are now operational in Sri Lanka. These services have been launched on a state-of-the-art 3.5G network.
BHARTI AIRTEL ANNUAL REPORT 2008-09
space through DTH and IPTV platforms. The DTH market will evolve further as the low levels of reach, quality and service standards of existing cable operators, coupled with growing demand for digital content and introduction of CAS (conditional access system) by the Government of India will all work together give a boost to this segment. Airtel will strengthen its position as an integrated player through offering services across all technologies.
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The Company’s strong performance has helped to consolidate its leadership in the market and has given it the opportunity to take full advantage of the rapidly growing telecom market. The revenues from the mobile services for the financial year were Rs. 304,188 mn, a growth of 39% over the revenues in the previous financial year. The mobile services business contributed 81% to the consolidated revenues. The growth in revenues happened despite reductions in tariffs and intense competition. With mobile tariffs in India being among the lowest in the world, the Company’s prime focus is on ensuring customer satisfaction through network quality, superior customer service and continuous innovation in valueadded services that would help expand its mobile subscriber base and drive up volumes. The key financial results of the mobile segment for the year ended March 31, 2009 are presented below: Particulars Customers Gross Revenue EBIT
FY 2007-08
FY 2008-09
Y-o-Y Growth
61,984,721 Rs. 218,697 mn Rs. 59,269 mn
93,923,248 Rs. 304,188 mn Rs. 68,746 mn
52% 39% 16%
Telemedia Services The Company provides broadband (DSL) and telephone services (fixed line) in 15 circles spanning over 95 cities with growing focus on new media and entertainment solutions such as DTH and IPTV. As on March 31, 2009, the Company had 2,726,239 customers (a growth of 19.3%), of which 39.3% (~10, 71,412) were subscribing to broadband / internet services. The product offering in this segment includes supply and installation of fixed-line telephones providing local, national and international long distance voice connectivity and broadband Internet access through DSL.
partner to India’s leading organizations, helping them to meet the challenges of growth. The Enterprise Services group has two sub-groups, viz. Carriers and Corporate business units. Carriers – the Carrier business unit provides long distance wholesale voice and data services to carrier customers as well as to other business units of Airtel. It also offers virtual calling card services in the overseas markets. The business unit owns a state of the art national and international long distance network infrastructure enabling it to provide connectivity services both within India and connecting India to the world. The national long distance infrastructure comprises of 101,337 route kilometers of optical fibre, over 1,500 MPLS and SDH POPs and over 1,491 POIs with the local exchanges, providing a pan-India reach. The international infrastructure includes ownership of the i2i submarine cable system connecting Chennai to Singapore, consortium ownership of the SMW4 submarine cable system and investment in capacities across a number of diverse submarine cable systems across transatlantic and transpacific routes. In the recent past we have announced investments in new cable systems such as Asia America Gateway (AAG), India Middle East and Western Europe (IMEWE), Unity North, EIG (Europe India Gateway) and Eastern Africa Submarine Cable System (EASSy). The key financial results of the Carriers division for the year ended March 31, 2009 are presented below. Particulars
Gross Revenue EBIT
FY 2007-08
FY 2008-09
Y-o-Y Growth
Rs. 43,798 mn Rs. 11,289 mn
Rs. 68,235 mn Rs. 25,709 mn
56% 128%
We also remain strongly committed to our focus on Small and Medium Business Enterprises. We provide a range of customized Telecom / IT solutions and aim to achieve revenue leadership in this rapidly growing segment of ICT market.
Corporates - This business unit delivers end-to-end telecom solutions to India’s large corporates. It serves as the single point of contact for all telecommunication needs for corporate customers in India by providing a full suite of communication services across data, voice and managed services.
The strategy of our Telemedia business is to focus on cities with high revenue potential, except for DTH which is an all India offering. Airtel digital TV is available to customers through 31,000 retail points in over 4,000 cities and towns across the country.
It specializes in providing customized solutions to address unique requirements of different industry verticals; BFSI, IT, ITeS, manufacturing and distribution, media, education, telecom, Government and PSUs and retail among others.
The revenues from the Telemedia services were Rs. 33,426 mn, a growth of 17% over the revenues in the previous financial year. The key financial results of Telemedia Services for the year ended March 31, 2009 are presented below.
Backed by the alliances with leading technology companies worldwide and state of the art infrastructure, it offers a complete range of telecom solutions. These solutions enable corporates to network their offices within India and across the globe, provide them infrastructure to run business critical applications and provide them means to connect with their customers, vendors and employees.
Particulars Customers Gross Revenue EBIT
FY 2007-08
FY 2008-09
Y-o-Y Growth
2,283,328 Rs. 28,615 mn Rs. 6,109 mn
2,726,239 Rs. 33,426 mn Rs. 8,188 mn
19% 17% 34%
Enterprise Services Enterprise Services provides a broad portfolio of services to large Enterprise and Carrier customers. Enterprise Services is regarded as the trusted communications
These services include; Internet, MPLS -VPN, domestic and international private leased circuits, Satellite services (VSAT), Audio and Video conferencing, Data Centre services, Managed network services, corporate Value Added Services, EPBX, Centrex, Contact centre solutions, Toll free services, Mobile Enterprise Enablement solutions. www.reportjunction.com
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Particulars
Gross Revenue EBIT
FY 2007-08
FY 2008-09
Y-o-Y Growth
Rs. 13,885 mn Rs. 5,245 mn
Rs. 16,434 mn Rs. 5,928 mn
18% 13%
Passive Infrastructure Services Bharti Infratel provides passive infrastructure services on a non-discriminatory basis to all telecom operators in India. Bharti Infratel deploys, owns and manages passive infrastructure in 11 circles of India. Infratel also holds 42% share in Indus Towers (a Joint Venture between Bharti Infratel, Vodafone and Idea Cellular). Indus operates in 16 circles (4 circles common with Infratel, 12 circles on exclusive basis). Bharti Infratel has 27,548 towers in 11 circles, excluding the 35,066 towers in 12 circles for which the right of use has been assigned to Indus with effect from 1st January 2009. Indus Towers has built 14,484 towers during the financial year ended March 09 and has a portfolio of 95,154 towers including the towers under right of use. The key financial results of the Passive Infrastructure Services division for the year ended March 31,2009 are: Particulars
Gross Revenue EBIT
FY 2007-08
FY 2008-09
Y-o-Y Growth
Rs. 6,023 mn Rs. 1,243 mn
Rs. 50,913 mn Rs. 3,204 mn
745% 158%
OUTLOOK The India growth story continues and we expect revival of the economy in the second half of this fiscal year. We have no doubts that the telecom sector will lead the economic revival and Bharti Airtel will be at the forefront. We are the first private mobile GSM operator to have an all India footprint and operations in Sri Lanka. We believe that we are in a strong position to enhance our leadership, based on: •
our rich human resource talent pool
•
our focus on building a strong brand, and enhancing customer experience
•
our ability to maximize returns on investment; strong financial health and positive free cash flow
•
our focus on new services and businesses (managed services, m-commerce, m-entertainment, media)
•
the expansion of our networks to rural markets
•
the ability to leverage on the strengths of our business partners and our integrated player status
We are an innovative company and our products and services are based on deep customer understanding. We believe that customer value management, market planning and our strong partner ecosystem will be the key drivers for success.
RISKS AND CONCERNS Our business is subject to extensive regulation by the Government, which could have an adverse effect on our business. The telecom business is subject to extensive regulation. We, however, do not perceive adverse changes in the regulatory environment. We are confident that the government will continue to ensure a level playing field for all operators, keeping the customers’ best interest in mind. Technical failures and natural disasters could damage our telecommunication networks. We maintain insurance for our assets, equal to the replacement value of our existing telecommunications network, which provides cover for damage caused by fire, special perils, and terrorist attacks. Technical failures and natural disasters even when covered by insurance, may cause disruption, however temporary, in our operations. We have been investing significantly in business continuity plans and disaster recovery, initiatives, which will enable us to continue with normal operations under most circumstances. Changes in available technology could increase competition and our capital costs In order to remain competitive, we consistently introduce sophisticated new technologies. If the new technologies we have adopted, or on which we intend to adopt, fail to be cost-effective and accepted by customers, our ability to remain competitive could be affected. We have prudently deployed new technologies after assessing the experience our international partners have had in the deployment processes before choosing to do so ourselves. Skilled Manpower and Talent The growth of the Indian economy has led to an increased requirement for talented managerial personnel. We believe that talented manpower is a key strength. Given the track record and success of our employees, other companies often look to Bharti Airtel Ltd as a hunting ground for talent. As a retention strategy, the company has issued many schemes including ESOPs. Further, in order to mitigate the risk we place considerable emphasis on development of leadership skills and on building employee motivation. INTERNAL CONTROL SYSTEMS The Company deploys a robust system of internal controls to allow optimal use and protection of assets, facilitate accurate and timely compilation of financial statements and management reports and ensure compliance with statutory laws, regulations and company policies. The Company has also put in place an extensive monitoring and review mechanism, whereby the Management regularly reviews actual performance with reference to business plans; both financial and operational.
BHARTI AIRTEL ANNUAL REPORT 2008-09
The key financial results of the Enterprise Services – Corporates division for the year ended March 31, 2009 are presented below.
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The Corporate Assurance Group is responsible for performing regular Internal Assurance reviews to ensure adequacy of the internal control systems and adherence to management policies and statutory requirements. The Corporate Assurance Group deploys an Annual Internal Assurance plan based on assessment of major risks in each of the businesses. Risk Assessment helps in identifying and focusing on all high-risk areas. The internal assurance review covers all the business-critical processes, such as Sales and Marketing, Revenue Assurance, Billing & Collection, Technology Services, Network Operations, Procurement and Financial Accounting. The Corporate Assurance Group reports directly to the Audit Committee of the Board and to the Chairman and Managing Director of the Company and administratively to the CEO & Joint Managing Director. The Board Audit Committee approves the annual audit plan, reviews observations of both internal and external audits, risk assessment and adequacy of internal controls. DISCUSSION ON FINANCIAL PERFORMANCE Particulars
FY 2007-08
FY 2008-09
Customers
64,268,049
96,649,487
Gross Revenue
Rs 270,122 mn
EBITDA
Rs 114,018 mn
PAT
Rs 63,954 mn
Gross Assets
Rs 423,224 mn
Capital Expenditure Capital Productivity
Rs 218,043 mn 63.82%
Commentary
Growth of 50% Y-o-Y Rs 373,521 mn Growth of 38% Y-o-Y Rs 152,858 mn Growth of 34% Y-o-Y Rs 78,590 mn Growth of 23% Y-o-Y Rs 586,616 mn Increase by Rs 163,392 mn Rs 166,945 mn Decline of 25% Y-o-Y 63.67%
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES The year 2008-09 witnessed unprecedented changes in the global business environment. However, the India telecom sector in India continued to grow rapidly, adding new customers and directly contributing to the country’s economic growth. Despite increased competition and tough economic conditions, it has been a year of expanding market leadership for Airtel. While our three businesses continue to grow from strength to strength, the launch of mobile services in Sri Lanka operations, DTH and IPTV services has now made Airtel a complete integrated player with a presence across the three screens – mobile phones, computer and TV screens and with geographical presence beyond India. Our performance in 2008-09 has demonstrated that our strategies of customer and employee centricity, higher investments for building infrastructure and leaner business model have helped us not only to weather the storm but also to emerge stronger in the market place. With the 2010 vision of ‘being the most admired brand in India targeted by top talent’ as a constant theme, Airtel has a long-term human resources strategy in place to attract, retain and get the best talent; to build the right capabilities in current and new businesses and
strengthen its competitive advantage. We have focused on intensive training and development for employees at all levels aimed at grooming our people to take larger responsibilities and newer challenges. Career progression and succession planning has been the key to build a robust leadership pipeline. While a large number of key leadership positions were filled in from our large internal leadership pipeline, we have also focused on acquiring new competencies required for new business opportunities. Airtel also brought in high quality people from the best companies across the globe. Airtel has constantly re-invented its business model and organization design to create challenging jobs and offer an enriched experience for our people. The company has also encouraged employees to participate in our CSR initiative of educating under-privileged children in rural areas. It is heartening to note that the various HR initiatives have helped in reducing the attrition to 18% from the earlier 28%. Airtel is also the proud recipient of the prestigious ‘Gallup Great Place to Work’ award second time in row. At the end of March 31, 2009, Bharti Airtel had a total of 24,538 employees; 10,357 were on the rolls of Bharti Airtel Limited, 14,181 were on the rolls of Bharti Airtel Services Limited. COMPETITION Competition is not new to the Indian telecom industry and the Industry has witnessed the launch of new circles by existing players and migration to GSM technology by CDMA players. Many mobile players are also entering the Enterprise business by launching their NLD/ILD operations. Bharti Airtel has consistently strengthened its leadership position among the private operators, backed by its strong execution capabilities, customer centric products and services and a strong management team. We will continue the focus on our customers with Value Added Services and invest in further enhancing our brand strengths. We are confident that with the solid foundations built over the past 14 years, we are well placed to take full advantage of the market opportunities that this buoyant market presents and continue to hold our leadership position. KEY STRATEGIES In the year gone by, Bharti Airtel has focused on making telecom services affordable through a dedicated effort of rationalizing and simplifying tariffs. The Company will continue to pursue this strategy of affordability, availability and simplicity. The customer has been at the centre of our strategy and going forward our full focus will be, and remain on customer service. The Company believes that infrastructure sharing will provide a boost to managing efficient operations, resulting in significant cost savings. We will explore the extent of active infrastructure sharing based on guidelines issued by TRAI. We recognize the potential offered by the rural Indian market. Significant expansion, both of network and distribution, is being planned. In the coming year, the Company expects more than half of its new business to come from rural customers.
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In addition to rural expansion, Bharti Airtel has also expanded abroad through the launch of its operations in Sri Lanka where it has successfully replicated its unique business model.
Our focus is to achieve higher cost efficiency by delivering on economies of scale and by making appropriate changes in our business model. We envisage that this will result in productivity gains and ongoing strong financial health.
BHARTI AIRTEL ANNUAL REPORT 2008-09
The coming year will see a stronger emphasis on nonmobile business with Direct -to- home (DTH) services and IPTV services. The Company will increase investments in the area of broadband to enhance
penetration and usage of broadband services. The Company will focus on non-voice business by developing customized solutions in the B2B space.
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Report on corporate governance
14
GOVERNANCE PHILOSOPHY Corporate governance has been the subject of much debate and discussion and as the Indian economy continues to grow in the midst of a global recession, it assumes increasing importance in establishing credibility and trust for long term sustainability of a business enterprise. Globally, there is ample evidence to demonstrate that strong governance brings tangible financial benefits as well as intangible rewards to companies. There is substantial variation in governance models from country to country and even within companies in the same country. Traditional views of governance as a regulatory and compliance requirement is giving way to voluntary adoption of governance tailored to the specific needs of a company or country. Clause 49 has set the minimum compliance rules for a listed company and other matters like sending the agenda containing timely and adequate information for informed decision making, running the agenda and board meeting process efficiently and writing and distributing minutes regularly and promptly only set the baseline for governance standards. Our Company’s endeavor is to achieve higher standards and provide oversight and guidance to management in strategy implementation and risk management and fulfillment of company’s objectives and goals. Independent directors are appointed not merely to fulfill the listing requirement but for their diverse skills and experience, international perspective as well as the external objectivity that each of them bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management by asking the right questions and generating quality debates and discussions on major decisions. Corporate Governance Practices in Bharti Airtel Limited are based on the following: •
Compliance with regulatory and fiduciary requirements in letter and spirit
•
Ensuring complete and timely disclosure of relevant financial and operational information to enable the Board play an effective role in guiding strategy
•
Adoption of a policy on tenure of directors, rotation of auditors and a code of conduct for directors and senior management
•
Creation of various committees for audit, senior management compensation, HR policy and management compensation, employee stock option plans and investor grievance
•
An informal meeting of independent directors that meets prior to the commencement of every board meeting without the presence of any non independent/executive director to raise and discuss important issues that they would like to be addressed at the Board meeting
•
A formal induction schedule for new members that enables them to meet individually with the top management team
•
Reviewing regularly and establishing effective meeting practices that encourage active participation and contribution from all members
•
Independence of directors in reviewing and approving corporate strategy, major business plans and activities as well as senior management appointments
•
Well defined corporate structure that establishes checks and balances and delegates decision making to appropriate levels in the organization.
Corporate governance rating CRISIL has assigned Governance and Value Creation (GVC) rating viz. “CRISIL GVC Level 1” on the corporate governance and value creation practices of the Company. This indicates our capability and clear objective to create value for all our stakeholders, while preserving the high standards of ethics and governance. We acknowledge that corporate governance is an upward moving target, and we aim to establish and benchmark ourselves with the best of companies in India and overseas to ensure that we maintain the highest rating for our practices. BOARD OF DIRECTORS Composition of the Board In compliance with the Listing Agreements, FDI guidelines, other statutory provisions and the terms of the shareholders’ agreement, the Board has sixteen members with an executive Chairman & Managing Director and CEO & Joint Managing Director, besides fourteen non-executive directors of whom eight are independent directors. A detailed profile of each of our directors is available on the website of the Company at www.airtel.in in the Investor Relations section and also included in the annual report. The members of our Board are from diverse backgrounds with skills and experience in critical areas like technology, finance, entrepreneurship and general management. Many of them have worked extensively in senior management positions in global corporations and a few are industrialists of repute with knowledge of the Indian business environment. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the requirements of the business. Our Board is responsible for the appointment of new directors from time to time. The appointments of such directors are also approved by the shareholders at the annual general meeting. www.reportjunction.com
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In compliance with Clause 49 of the Listing Agreement, half the Board comprises of independent directors since
Sunil Bharti Mittal is the Executive Chairman of the Board.
Number of directorships1 and committee2 memberships and chairmanships Committee Director- Chairman- Memberships ships ships
Name of director
Director Identification Number
Category
Sunil Bharti Mittal
00042491
Executive director – Promoter
9
2
Manoj Kohli3
00162071
Executive director
4
2
4
Akhil Gupta
No. of board meeting attended
Whether attended last AGM
-
4
Yes
1
2
Yes
00028728
Non-executive director
12
3
4
4
Yes
Rajan Bharti Mittal
00028016
Non-executive director – promoter
10
2
4
4
Yes
Rakesh Bharti Mittal
00042494
Non-executive director – promoter
7
1
5
3
Yes
Chua Sock Koong
00047851
Non-executive director
2
-
-
4
No
Paul O’Sullivan
00051156
Non-executive director
2
-
-
4
No N.A.
Quah Kung Yang
5
02274965
Non-executive director
2
-
2
2
Francis Heng6
01473283
Non-executive director
N.A.
N.A.
N.A.
2
No
Bashir Currimjee
00137892
Independent director
1
-
-
3
No
Donald Cameron7
00152992
Independent director
N.A.
-
N.A.
1
N.A.
Kurt Hellstrom8
00530736
Independent director
1
-
-
2
No
N Kumar
00007848
Independent director
7
5
1
4
Yes
Pulak Chandan Prasad
00003557
Independent director
2
-
1
4
No
Ajay Lal
00030388
Independent director
2
-
2
3
No
Arun Bharat Ram
00694766
Independent director
11
-
4
4
No
Mauro Sentinelli
02162922
Independent director
1
-
-
3
No
Nikesh Arora9
02433389
Independent director
1
-
-
1
N.A.
Craig Ehrlich10
02612082
Independent director
N.A.
N.A.
N.A.
N.A.
N.A.
1.
The directorships held by the directors, as mentioned above do not include the directorships held in foreign companies, private limited companies and companies under Section-25 of the Companies Act, 1956. Private limited companies which are public limited companies in terms of sec 3(1)(iv)(c) of the Companies Act have been included in the no. of directorship, committee membership and chairmanship.
2.
The committees considered for the purpose are those prescribed under Clause 49(I)(C)(ii) of the Listing Agreement(s) viz. audit committee and shareholders/investors grievance committee of Indian public limited companies and private limited companies which are public limited companies in terms of section 3(1)(iv)(c) of the Companies Act, 1956. The committee membership details provided do not include chairmanship of committees as it has been provided separately.
3.
Manoj Kohli was appointed as Joint Managing Director of the Company effective August 01, 2008.
4.
Akhil Gupta relinquished the position of Joint Managing Director effective August 1, 2008
5.
Quah Kung Yang was appointed as an additional director of the Company effective August 01, 2008. Prior to his appointment as an additional director, Quah Kung Yang was also appointed as an alternate director to Francis Heng for attending one board meeting held on July 23, 2008.
6.
Francis Heng resigned from the Board w.e.f. August 01, 2008.
7.
Donald Cameron resigned from the Board effective April 25, 2008
8.
Kurt Hellstrom has resigned from the Board w.e.f April 29, 2009.
9.
Nikesh Arora was appointed as additional director of the Company w.e.f October 30, 2008.
10. Craig Ehrlich was appointed as additional director w.e.f April 29, 2009 11. Except Sunil Bharti Mittal, Rakesh Bharti Mittal and Rajan Bharti Mittal, who are brothers and promoter directors, none of the directors are relatives of any other director 12. The following non-executive directors hold equity shares in the Company as follows: Akhil Gupta - 1091692 including shares held jointly with his relative, Mr. Ajay Lal -10,000 shares and Bashir Currimjee - 700 shares through a relative.
BHARTI AIRTEL ANNUAL REPORT 2008-09
The requisite information as per the requirements of Clause 49 of the Listing Agreement is provided in the following table:
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Governance Structure Building a culture of integrity in today’s complex business environment demands high governance standards in every area of operation. Bharti Airtel’s commitment to full compliance is backed by an independent and fully informed board and comprehensive processes and policies that strive to enable transparency in our functioning. The organisation structure is headed by the Group Chairman and Managing Director, supported by the CEO & Joint Managing Director. Recently, a Deputy CEO has been appointed with direct responsibility for operations of the Mobility and Telemedia business units. There is a clear demarcation of duties and responsibilities amongst the three positions: •
The Group Chairman and Managing Director is responsible for providing strategic direction, leadership and governance, leading transformational initiatives and international strategic alliances besides effective management of the Board;
•
The CEO & Joint Managing Director is responsible for the enterprise business, performance of functions like marketing, customer service, HR, IT, Finance, Network, Legal and Supply Chain Management amongst others. He is also responsible for employee engagement, customer satisfaction, ensuring success of outsourcing initiatives and improvements in the internal control metrics;
•
The Deputy CEO heads the operational team and is responsible for the performance of the Mobility and the Telemedia business including the recently launched Direct To Home and new projects and initiatives.
Our Company’s business is structured into three Strategic Business Units (SBUs) i.e. Mobile Services, Telemedia Services (formerly known as Broadband & Telephone Services), and Enterprise Services. Each of the business units is headed by a business President. The corporate governance structure of our Company is multi-tiered, comprising governing boards at various levels, each of which is interlinked in the following manner: (a) Strategic supervision and direction – by the Board of directors, which exercises independent judgment in overseeing management performance on behalf of the shareowners and other stakeholders and hence plays a vital role in the oversight and management of the Company; (b) Control and implementation – by the Airtel Management Board (AMB). The CEO & Joint Managing Director, the Presidents of the three SBUs and the Functional Directors are members of the Airtel Management Board. The AMB meets monthly and takes decisions relating to the OneAirtel business strategy and looks at achieving operational synergies across business units. The team owns and drives company-wide processes, systems and policies. The AMB also functions as a role model for leadership development and as a catalyst for imbibing customer centricity and meritocracy in the culture of the Company.
(c) Operations management – by the Management Boards of the three SBUs assisted by their respective Hub or Circle Executive committees (ECs) for day-to-day management and decision making, focused on enhancing the efficiency and effectiveness of the respective businesses; and (d) Technology management – by the Airtel Technology Council, concentrating on assessing emerging technological trends and achieving consensus on future technology initiatives and action plans. Our governance structure helps in clearly determining the responsibilities and entrusted powers of each of the business entities, thus enabling them to perform those responsibilities in the most effective manner. It also allows us to maintain our focus on the organizational DNA and current and future business strategy, besides enabling effective delegation of authority and empowerment at all levels. Independent directors Our Board has adopted a comprehensive policy on independent directors that sets out the criteria of independence, age limits, recommended tenure, membership of committees, remuneration, and other related terms. The policy emphasises the importance of independence and states that an independent director shall not have any kind of relationship with the Company that could influence such directors’ position as independent director. As per the policy: a)
The independent director must meet the baseline definition and criteria on “independence” as set out in Clause 49 of the Listing Agreement and other regulations, as amended from time to time;
b) The independent director must not be disqualified from being appointed as director in terms of Section 274 and other applicable provisions of the Companies Act, 1956; c)
The minimum age is 25 years and the maximum is 70 years;
d) The independent directors will be appointed on at least one committee but not more than two committees of the Board; e)
It is recommended as a general principle that the independent director should not be a director on Board of more than six public listed companies;
f)
Subject to re-appointment at annual general meetings, tenure for independent directors is three terms of three years each. For incumbents who are in their third term, the term will be until completion in the normal course or three years from 1 January 2008, whichever is later;
g) The tenure of independent directors on Board committees will be as follows : •
Tenure for the chairmanship of the audit committee is two terms of three years each;
•
Tenure for the chairmanship of the HR committee is two terms of two years each;
•
The tenure of lead independent director shall be two terms of two years each.
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•
Information on recruitment/remuneration of senior officers just below board level;
•
Material important show cause, demand, prosecution notices and penalty notices, if any;
•
Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems, if any;
•
Any material default in financial obligations to and by the Company or substantial non-payment for services provided by the Company;
•
Any issue which involves possible public or product liability claims of substantial nature, if any;
•
Details of any joint venture or collaboration agreement;
•
Transactions involving substantial payment towards goodwill, brand equity or intellectual property;
•
Human resource updates and strategies;
•
Sale of material nature, of investments, subsidiaries, assets, which is not in the normal course of business;
•
Quarterly treasury reports including details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material;
•
Quarterly compliance certificates with the ‘Exceptions Reports’ which includes noncompliance of any regulatory, statutory nature or listing requirements and shareholders service;
•
Disclosures received from directors;
•
Proposals requiring strategic guidance and approval of the Board;
•
Related party transactions;
•
Regular business updates;
•
Update on Corporate Social Responsibility activities;
•
Significant transactions and arrangements by the subsidiary companies;
•
Report on action taken on last board meeting decisions;
Meeting of independent directors and lead independent director All independent directors meet separately prior to the commencement of every board meeting, on their own, (without the presence of any executive directors or representatives of management) to discuss and form an independent opinion on the agenda items and other board related matters. Bashir Currimjee has been designated as the lead independent director. The role of the lead independent director is to: •
Preside over all deliberation sessions of the independent directors;
•
Provide objective feedback of the independent directors as a group to the Board on various matters including agenda and other matters relating to the Company;
•
Undertake such other assignments as may be requested by the Board from time to time.
Number of Board meetings During the financial year 2008-09, the Board met four times, on the following dates: •
April 24 and 25, 2008
•
July 23 and 24, 2008
•
October 30 and 31, 2008
•
January 21 and 22, 2009
The time gap between two meetings was not more than 4 months. Meetings are generally held in New Delhi. The calendar for the Board and committee meetings as well as major items of the agenda is fixed in advance for the whole year. Board meetings are held in the month following each quarter in the manner that it coincides with the announcement of quarterly results. The audit, HR and ESOP compensation committee meetings are held on the same dates as board meetings. Information available to the Board The Board has complete access to all the relevant information within the Company, and to all our employees. The information regularly supplied to the Board specifically includes:
The above information is generally provided as part of the agenda papers of the Board meeting and/or is placed at the table during the course of the meeting. Corporate Director – Finance and other senior management members are invited to the Board meetings to present reports on the items being discussed at the meeting.
•
Annual operating plans, capital budgets and updates therein;
•
Quarterly results for the Company and its operating divisions or business segments;
Our audit, HR and ESOP compensation committee meetings are held on the same day of the Board meeting, prior to the Board meeting. To ensure an immediate update to the Board, the Chairman of the respective committee briefs the Board about the proceedings of the respective committee meeting.
•
Minutes of meetings of the Board and board committees, resolutions passed by circulations, and minutes of the meeting of the Board of subsidiary companies;
Before every board meeting, as a process, we invite proposals from independent directors for discussion/ deliberation at the meeting(s). The items suggested by the members are included in the agenda of the meeting.
BHARTI AIRTEL ANNUAL REPORT 2008-09
We have adopted a practice of taking self-declaration annually and at the time of appointment, from the independent directors to the effect that they qualify the test of independence as laid down under Clause 49 of the Listing Agreement. In addition, the Company also ensures that the directors meet the above eligibility criteria. All such declarations are placed before the Board for information.
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The Company Secretary, in consultation with the Chairman, prepares the agenda of the Board and committee meetings. The detailed agenda is sent to the Board members at least a week before the Board meeting. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted to be taken up as ‘any other item’. Sensitive subject matters may be discussed at the meeting without written material being circulated in advance. Code of Conduct The Board has laid down a Code of Conduct for all directors and senior management personnel of the Company, which is also available on the website of the Company (www.airtel.in). The Code is applicable to all the Board members and direct reportees of the Chairman and Managing Director and CEO & Joint Managing Director at senior management level. The Code is circulated annually to all the Board members and senior management and the compliance of the same is affirmed by them annually. In addition, a quarterly confirmation of no transactions/transactions entered into by the senior management with the Company is also procured and placed before the board. A declaration signed by the CEO and Joint Managing Director regarding affirmation of the compliance with the Code of Conduct by Board and senior management is appended at the end of this report. In addition to the Code of Conduct for the Board members and senior management, the Company has also laid down a Code of Conduct for all the employees of the Company.
requirements of Section 292A of the Companies Act, 1956 and revised Clause 49 of the Listing Agreement. The Company Secretary is the secretary to the Committee. The CEO & Joint Managing Director, Chief Financial Officer, Director – Internal Assurance, Corporate Director – Finance, statutory auditors and the internal auditors are permanent invitees. To ensure proper internal control at each audit committee meeting, the Committee invites the head of one of the functions to make a brief presentation on action plans to improve the level of internal control. In addition, other senior management members are also invited to the committee meetings to present reports on the respective items being discussed at the meeting from time to time. Internal auditors are invited to present their views on risk management and internal control systems. Key responsibilities of the audit committee •
Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
•
Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor, internal auditors and the determination of their audit fees;
•
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
•
Reviewing, with the management, annual financial statements before submission to the Board for approval, with particular reference to:
Regular training programs are conducted by senior management across locations to explain and reiterate the importance of adherence to the code. All employees are expected to confirm compliance to the code annually.
o
Matters required to be included in the directors’ responsibility statement, which form part of the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956;
o
Changes, if any, in accounting policies and practices and reasons for the same;
o
Major accounting entries involving estimates based on the exercise of judgment by management;
o
Significant adjustments made in the financial statements arising out of audit findings;
o
Compliance with listing and other legal requirements relating to financial statements.
o
Approval of all related party transactions;
o
Qualifications in the draft audit report;
BOARD COMMITTEES In compliance with the Listing Agreements (both mandatory and non-mandatory), the SEBI Regulations, and to focus effectively on the issues and ensure expedient resolution of the diverse matters, the Board has constituted a set of committees with specific terms of reference and scope. The committees operate as empowered agents of the Board as per their charter/ terms of reference. Constitution and charter of the Board committees is also available on the website of the Company at www.airtel.in The details of the committees constituted by the Board are given below:
•
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;
Audit committee Our audit committee comprises of six members, all of whom are non-executive directors and four of whom are independent. The Chairman of the audit committee, N. Kumar is an independent director and has sound financial knowledge as well as many years of experience in general management. The majority of the audit committee members, including the Chairman, have accounting and financial management expertise. The composition of the audit committee meets the
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•
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 payment 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 Ombudsman;
•
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;
Meetings, attendance and composition of audit committee During the financial year 2008-09 the audit committee met five times i.e. on April 24, 2008, April 25, 2008, July 23, 2008, October 30, 2008 and January 21, 2009. Time gap between two meetings was less than four months. Meetings are generally held in New Delhi. The audit committee has adopted a practice of holding a conference call a week before every regular audit committee meeting to discuss routine internal audit issue so that reasonable time could be devoted to major issues in the regular audit committee meeting. During the financial year the committee met three times through the conference call i.e July 18, 2008, October 17, 2008 and January 16, 2009. The composition and the attendance of members at the meetings held during the financial year 2008-09, are given below: Member director
Category
N Kumar, Chairman Ajay Lal Arun Bharat Ram Pulak Chandan Prasad Francis Heng1 Rakesh Bharti Mittal Quah Kung Yang2
Independent director Independent director Independent director Independent director Non-executive director Non-executive director Non-executive director
1. 2.
Number of meetings attended 5 3 4 4 3 4 2
Ceased to be a member of the committee w.e.f. August 01, 2008, Attended 1 meeting through alternate director.; Appointed as member of the committee w.e.f. August 01, 2008;
Audit committee report for the year ended March 31, 2009 To the shareholders of Bharti Airtel Limited:
Quarterly compliance certificates confirming compliance with laws and regulations, including any exceptions to these compliances;
The Audit Committee is pleased to present its report for the year ended March 31, 2009:
Management letters/letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses;
The Committee has six (6) members; two-thirds of the members, including the Chairman, are independent directors as per the requirements of Clause 49 of the Listing Agreement.
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 •
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.
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, reporting into the Internal Assurance Group, are responsible for ensuring adequacy of internal control systems and adherence to management policies and statutory requirements. The Internal Assurance Group headed by Director-Internal Assurance, is also responsible for reviewing all the operations of the Company to evaluate the risks, internal controls and governance process. The Ombudsman is responsible for the Whistle Blower Mechanism The Audit committee oversees the work of the external auditors, internal assurance group, internal auditors and ombudsman. It is also responsible for overseeing the processes related to the financial reporting and information dissemination.
BHARTI AIRTEL ANNUAL REPORT 2008-09
•
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In this regard the Committee reports as follows:
Key responsibilities of the HR committee
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.
Besides remuneration packages and other benefits of the executive directors, the HR committee also oversees the functions related to human resource matters of the Company. The key responsibilities of the HR committee include the following: •
Recruitment and retention strategies for employees;
The management presented to the Committee, the Company’s financial statements and also affirmed that the Company’s financial statements have 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.
•
Employee development strategies;
•
Compensation (including salaries and salary adjustments, incentives/benefits bonuses, stock options) and performance targets for the Chairman and Managing Director and CEO & Joint Managing Director;
•
All human resource related issues;
•
Other key issues/matters as may be referred by the Board or as may be necessary in view of Clause 49 of the Listing Agreement or any other statutory provisions.
ii.
iii. The Committee reviewed the financial statements 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 report of the Ombudsman on the functioning of the whistle blower mechanism and believes that the Company has effective whistle blower mechanism.
vi. The Committee has reviewed with the management the performance of the statutory and internal 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 and Price Waterhouse Coopers Private Limited as the internal auditors of the Company for the succeeding term.
Meetings, Attendance and Compostion of HR committee During the financial year 2008-09, the Committee met four times i.e. on April 24, 2008, July 23, 2008, October 30, 2008 and January 21, 2009. The composition and the attendance of members at the meetings held during the period, are given below: Member director
Category
Bashir Currimjee1 (Chairman) Craig Ehrlich2 Kurt Hellstrom3 Mauro Sentinelli Nikesh Arora4 Donald Cameron5 Paul O’Sullivan Rajan Bharti Mittal
Independent director Independent director Independent director Independent director Independent director Independent director Non-executive director Non-executive director
1. 2. 3. 4. 5.
Number of meetings attended 3 N.A. 2 3 1 1 4 4
Appointed as Chairman of the HR committee w.e.f. April 29, 2009 Appointed as member of the HR committee w.e.f April 29, 2009 Ceased to be the Chairman and member of the HR committee w.e.f April 29, 2009 Appointed as member of the Committee w.e.f October 30, 2008; Ceased to be the member of the Committee w.e.f April 25, 2008
Remuneration policy for directors
N. Kumar Chairman, Audit Committee
The remuneration paid to the executive directors, i.e. Sunil Bharti Mittal - Chairman and Managing Director, Akhil Gupta – Joint Managing Director (till August 1, 2008) and Manoj Kohli – CEO & Joint Managing Director (from August 1, 2008) is recommended by the HR committee and approved by the Board of directors within the limits approved by the shareholders.
In compliance with the non-mandatory requirements of Clause 49 of the Listing Agreement, we have a remuneration committee known as the HR committee.
The remuneration of executive directors has two components: fixed pay and variable pay (performance linked incentive). While the fixed pay is paid to the directors on a monthly basis, the performance-linked incentive paid to the executive directors is based on the performance of the individual director.
The Committee comprises of six non-executive directors, of which four members, including Bashir Currimjee, the Chairman of the committee are independent directors. 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.
The performance targets i.e. the key result areas, together with performance indicators for the executive directors, based on the balanced score card, are finalised at the beginning of the year. At the end of the year, when the results are announced, the HR committee evaluates the performance of each of these senior executives against the targets set and recommends the performance linked incentive for each of them to the Board for payment.
In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the audit committee charter. Place : New Delhi Date : April 29, 2009 HR committee
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The independent non-executive directors are paid sitting fees within the prescribed limits for the Board/committee meetings attended by them. Further, a commission, duly approved by the shareholders, not exceeding 1% of the net profit of the Company for the year calculated as per the Companies Act, 1956 is also payable to the non-executive independent directors. Compensation of non-executive independent directors is linked with the number of meetings attended by the respective director during the financial year.
The amount of commission payable to all the independent directors including newly appointed independent directors shall be as follows:
The Board of directors in their meeting held on January 23-24, 2006 approved a policy on all payments including sitting fees, commission, reimbursement of expenses etc. to independent directors. However, the Board of directors in their meeting held on April 29, 2009 have revised the existing policy on all payments including sitting fees, commission, reimbursement of expenses etc. to independent directors. As per the revised policy, the independent directors are eligible for the following remuneration:
The non-executive directors are also paid sitting fees as follows:
Resident Indian directors US$ 30000 p.a. Non-resident directors
US$ 50000 p.a.
Chairman of the audit committee will be entitled to an additional commission of US$ 10000 p.a. The payment of aforesaid is subject to availability of sufficient profits with an overall ceiling of 1% of net profits. The payment of commission is subject to the policy on payment to independent directors.
(i) INR 10,000/- for attending each meeting of the Board of directors (ii) INR 10,000/- for attending all the meetings of committee of the Board at one occasion. The non-executive directors representing the key shareholders namely Bharti Telecom and Singtel are not entitled to any remuneration or reimbursement of any expenses in line with the shareholders’ agreements executed amongst themselves.
Remuneration to dirctors The details of the remuneration paid by the Company to all directors during the financial year 2008-2009 are as (Amount in Rs.) under: Name of director Executive director Sunil Bharti Mittal Manoj Kohli Non-executive director Akhil Gupta Ajay Lal Arun Bharat Ram Bashir Currimjee Chua Sock Koong Donald Cameron Francis Heng Kurt Hellstrom Mauro Sentinelli N. Kumar Nikesh Arora Paul O’Sullivan Pulak Chandan Prasad Quah Kung Yang Rajan Bharti Mittal Rakesh Bharti Mittal Total
•
• •
• •
• •
Salary and allowances
-
95,882,196 17,969,252
60,000 80,000 60,000 40,000 60,000 80,000 19,615 80,000 479,615
10,291,357 124,142,805
Performance linked incentive
Perquisites
Commission
Total
132,500,000 * 7,989,040
595,046 -
-
228,977,242 25,958,292
11,197,333 151,686,373
595,046
1,542,755 1,528,050 1,541,850 110,000 2,593,750 2,532,750 2,027,750 636,880 1,541,850 14,055,635
21,488,690 1,602,755 1,608,050 1,601,850 110,000 2,633,750 2,592,750 2,107,750 656,495 1,621,850 290,959,474
PLI for the FY 2007-2008
The salary and allowance includes the Company’s contribution to the Provident Fund. Liability for gratuity and leave encashment is provided on actuarial basis for the Company as a whole, the amount pertaining to the directors is not ascertainable and, therefore, not included. The value of the perquisites is calculated as per the provisions of the Income Tax Act, 1961. The above payments were subject to applicable laws and deduction of tax at source. During the year, Manoj Kohli was granted 4500 stock options under the ESOP Scheme 2005 of the Company on July 1, 2008 (prior to his appointment as Joint Managing Director) at a price of Rs. 673 i.e. at a discount of 20% of the market price, which will vest over the period of three years in equal proportion with an option to convert the stock options into equity shares either in full or in trenches at any time upto 7 years from the Grant Date. The unexercised vested options can be carried forward throughout the exercise period. The options which are not exercised will lapse after the expiry of the exercise period. No other director has been granted any stock option during the year. The remuneration of Manoj Kohli pertains to the period from August 1, 2008 to March 31, 2009 during his tenure as managing director and does not include the remuneration paid to him prior to that period. The Company has entered into contracts with the executive directors i.e. Sunil Bharti Mittal and Manoj Kohli each dated October 3, 2006 and August 1, 2008, respectively. These are based on the approval of the shareholders obtained though postal ballot. There are no other contracts with any other director. No notice period or severance fee is payable to any director. Salary, allowances and Performance Linked Incentive paid to Mr. Akhil Gupta as Joint Managing Director relates to the period prior to relinquishment of his position as Joint Managing Director on August 1, 2008.
BHARTI AIRTEL ANNUAL REPORT 2008-09
*Includes
Sitting Fees
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ESOP compensation committee The ESOP compensation committee of the Board, constituted in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, comprises of six non-executive members, four of whom are independent. The Chairman of the Committee, Mr. Rajan Bharti Mittal is a nonexecutive director. The Company Secretary acts as the secretary of the Committee. Group Director HR is the permanent invitee. Key responsibilities of the ESOP Compensation committee The key responsibilities of the ESOP compensation committee include the following:
composition and the attendance of members at the meetings held during the period are given below: Member director
Category
Rajan Bharti Mittal (Chairman) Paul O’Sullivan Bashir Currimjee Donald Cameron1 Kurt Hellstrom2 Mauro Sentinelli Nikesh Arora3 Craig Ehrlich4
Non-executive director Non-executive director Independent director Independent director Independent director Independent director Independent director Independent director
1. 2. 3.
•
•
To formulate ESOP plans and decide on future grants; To formulate terms and conditions on following under the present Employee Stock Option Schemes of the Company:
–
the quantum of option to be granted under ESOP Scheme(s) per employee and in aggregate;
–
the conditions under which options vested in employees may lapse in case of termination of employment for misconduct;
–
the exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;
–
the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;
–
the right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;
–
the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions;
–
– •
•
the grant, vest and exercise of option in case of employees who are on long leave; and the procedure for cashless exercise of options; any other matter, which may be relevant for administration of ESOP schemes from time to time. To frame suitable policies and systems to ensure that there is no violation of Securities and Exchange Board of India (Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995. Other key issues as may be referred by the Board.
Meetings, attendence and compostion of ESOP compensation committee During the financial year 2008-2009, the committee met four times i.e. on April 24, 2008, July 23, 2008, October 30, 2008 and January 21, 2009. The
4.
Number of meetings attended 4 4 3 1 2 3 1 N.A.
Ceased to be a member of the committee w.e.f April 25, 2008; Ceased to be a member of the committee w.e.f April 29, 2009 Appointed as member of the committee w.e .f October 30, 2008; Appointed as member of the committee w.e.f April 29, 2009
Investors’ Grievance committee In compliance with the Listing Agreement requirements and provisions of the Companies Act, 1956, the Company has constituted an Investor Grievance Committee. The Committee comprises of four members. Akhil Gupta, non-executive director is the Chairman of the committee. The Company Secretary acts as a Secretary to the Committee. Key responsibilities of the investors’ grievance committee The key responsibilities of the Investors’ Grievance committee include the following: •
Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
•
Redressal of shareholders and investor complaints/ grievances e.g. transfer of shares, non-receipt of balance sheet, non receipt of declared dividend, etc.;
•
Approve, register, refuse to register transfer / transmission of shares and other securities;
•
Sub-divide, consolidate and / or replace any share or other securities certificate(s) of the Company;
•
Issue duplicate share /other security(ies) certificate(s) in lieu of the original share / security(ies) certificate(s) of the Company;
•
Approve the transmission of shares or other securities arising as a result of death of the sole/ any one joint shareholder;
•
Dematerialize or rematerialize the share certificates;
•
Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s)
The meetings of the Committee are generally held on monthly basis, to review and ensure that all investor grievances are redressed within a period of 7-10 days from the date of receipt of complaint. These, however, do not include complaints/requests, which are constrained by legal impediments/procedural issues.
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Member director
Category
Number of meetings attended
Akhil Gupta (Chairman) Manoj Kohli1 Rajan Bharti Mittal Rakesh Bharti Mittal
Non-executive director Executive director Non-executive director Non-executive director
8 3 8 2
1. Appointed as member of the committee w.e.f October 30, 2008
Compliance Officer Vijaya Sampath, Group General Counsel & Company Secretary acts as Compliance Officer of the Company for complying with the requirements of the Listing Agreement with the Stock Exchanges and requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992. Nature of complaints and redressal status During the financial year 2008-2009, the complaints received by the Company were general in nature, which include issues relating to non-receipt of dividend warrants, shares and annual reports, etc. As on date, all these complaints/queries were resolved to the satisfaction of investors. Details of the investors’ complaints as on March 31, 2009 are as follows: Type of complaint
Number Redressed Pending
Non-receipt of securities Non-receipt of Annual Report Non–receipt of dividend/ dividend warrants TOTAL
2 15
2 15
Nil Nil
18 35
18 35
Nil Nil
The table does not include the responses furnished by the Company on clarifications sought by Stock Exchanges from time to time on various markets related matters. To redress investor grievances, the Company has a dedicated e-mail ID,
[email protected] to which investors may send complaints. Other committees In addition to the above committees, the Company has also formed a functional committee called the Committee of Directors. This committee has been constituted to cater to the various day-to-day requirements and to facilitate the seamless operations of the Company. The Committee meets on a monthly basis. The committes may also meet additionally if so required. The constitution of this committee has been duly approved by the Board. Minutes of meetings of these committees are also placed before the Board on quarterly basis. Subsidiary companies Clause 49 defines a ‘material non-listed Indian subsidiary’ as an unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e. paid-up capital
and free reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. Bharti Infratel Limited is a material non-listed Indian subsidiary as defined under Clause 49 of the Listing Agreement. N Kumar, Independent non-executive director of the Company has been nominated and appointed by the Company as an independent nonexecutive director on the Board of Bharti Infratel Limited w.e.f April 29, 2008, in compliance with the Clause 49(III)(i) of the Listing Agreement with the Stock Exchanges. GENERAL BODY MEETINGS The last three Annual General Meetings were held as under: Financial Year
Location
Date [Time]
2007-08
Air Force Auditorium, Subroto Park, New Delhi
August 01, 2008 [1530 Hrs. (IST)]
2006-07
Air Force Auditorium, Subroto Park, New Delhi
July 19, 2007 [1530 Hrs. (IST)]
2005-06
Air Force Auditorium, Subroto Park, New Delhi
August 21, 2006 [1530 Hrs. (IST)]
Special resolutions passed at the last three AGMs No special resolutions were passed in the AGMs held on August 21, 2006, July 19, 2007 and August 1, 2008. Postal ballot and postal ballot process During the previous year, we have passed one ordinary resolution through postal ballot. Detailed procedure followed by the Company is provided hereunder: Person conducting the postal ballot exercise Sunil Bharti Mittal, Chairman and Managing Director and Vijaya Sampath, Group General Counsel & Company Secretary were appointed as persons responsible for the postal ballot voting process. Kiran Sharma, Practicing Company Secretary was appointed as scrutinizer for the postal ballot voting process. Ms. Sharma conducted the process and submitted her report to the Chairman and Managing Director. Procedure followed (i) The Company issued the postal ballot notice dated August 5, 2008, for appointment of Mr. Manoj Kohli as Joint Managing Director of the Company. The draft resolution, together with the explanatory statement and the postal ballot forms and selfaddressed envelopes were sent to the members and others concerned under certificate of posting; (ii) Members were advised to read carefully the instructions printed on the postal ballot form and return the duly completed form in the attached selfaddressed envelope, so as to reach the scrutinizer on or before the close of business hours on Wednesday, the September 24, 2008;
BHARTI AIRTEL ANNUAL REPORT 2008-09
Meetings, attendance and composition of Investor Grievance committee During the financial year 2008-2009, the Committee met eight times i.e. on April 25, 2008, May 30, 2008, July 14, 2008, July 23, 2008, October 3, 2008, November 10, 2008, January 29, 2009 and March 17, 2009. The composition and the attendance of members at the meetings held during the financial year 200809, are given below:
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(iii) After due scrutiny of all the postal ballot forms received up to the close of the working hours on September 24, 2008, Ms. Kiran Sharma, Practicing Company Secretary (the Scrutinizer) submitted her report on Friday, September 26, 2008 before the close of business hours; (iv) The results of the postal ballot were declared on Saturday September 27, 2008. The date of declaration of the results of the postal ballot was taken as the date of passing of the ordinary resolution. (v) The results of the postal ballot were published in the newspapers, Mint (English) and Hindustan (Hindi) 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 scrutinizing all the ballot forms received, the scrutinizer reported as under:
Further for the financial year ended March 31, 2009 there were no material individual transactions with related parties or others, which were not on an arms’ length basis. The related party transactions have been disclosed under Note 20 of Schedule 22 forming part of the Annual Accounts. Disclosure on Risk Management 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. This is in compliance with clause 49 of the Listing Agreement. In line with the Company’s commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The output of the Risk Assessment also forms the basis of the Company’s Annual Internal Audit programme.
Date of declaration of results
27.09.2008
The Board is informed about the key risks and minimization procedures from time to time. Business risk evaluation and management is an ongoing process within the Company.
Particulars of the resolutions passed
Appointment of Manoj Kohli as Joint Managing Director of the Company
Details of non-compliance with regard to the capital market
Total valid votes
1,468,765,257 (100%)
Votes in favour(%)
1,468,756,933 (99.9996%)
Votes against(%)
5,462 (0.0004%)
Proposed Resolutions to be passed through Postal Ballot Process The Board of directors in their meeting held on April 29, 2009 have approved the postal ballot notice to obtain the assent or dissent of the shareholders to pass the following ordinary/special resolutions: •
Ordinary Resolution for sub-division of equity shares of Rs. 10 each into two equity shares of Rs. 5 each and amendment in Memorandum of Association;
•
Special Resolution for amendment in Articles of Association;
•
Special Resolution for payment of commission to independent non-executive directors.
DISCLOSURES Disclosure on materially significant related party transactions The required statements/disclosures with respect to the 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 for approval. The Company’s major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on consideration of various business exigencies such as synergy in operations, sectoral specialization, liquidity and capital resource of subsidiary and associates.
There have been no instances of non-compliances by us and no penalties and/or strictures have been imposed on us by stock exchanges or SEBI or any statutory authority on any matter related to the capital markets during the last three years. CEO and CFO certification The certificate required under Clause 49(V) of the Listing Agreement duly signed by the CEO and CFO was placed before the Board and the same is provided as annexure A to this report. Compliance with the mandatory requirements of Clause 49 of the Listing Agreement We have complied with all the mandatory requirements of the code of corporate governance as stipulated under the Listing Agreement. We have obtained a certificate affirming the compliances from S.R. Batliboi & Associates, Chartered Accountants, the statutory auditors of the Company and the same is attached to the Directors’ report. Adoption of non-mandatory requirements of Clause 49 of the Listing Agreement The Company had adopted the following non-mandatory requirements of Clause 49 of the Listing Agreement: •
Remuneration committee We have an HR committee of the Board of directors which also undertakes the functions of remuneration committee. A detailed note on the HR (remuneration) committee has been provided in the ‘Board committees’ section of this report.
•
Shareholders’ Rights and Auditors’ Qualification The Company has a policy of announcement of the audited quarterly results. The results approved by www.reportjunction.com
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the Board of directors (or committee thereof) are first submitted to the Stock Exchanges within 15 minutes of the approval of the results. Once taken on record by the Board of directors, we disseminate the results to the media by way of press release. Appropriate management explanations to the auditors observation made in their report have been provided in the directors reports. In addition, discussion with the management team is webcast and also aired in the electronic media. On the day of announcement of our quarterly results, an Earnings Call is organised where the investors/analysts interact with the management and the management respond to the queries of the investors/analysts. The Earnings Calls are webcast live and transcripts are posted on the website.
Compliance with the ICSI Secretarial Standards The Company has substantially complied with the Secretarial Standards as laid down by the Institute of Company Secretaries of India.
•
14th Annual General Meeting Date : Day : Time : Venue :
August 21, 2009 Friday 3.30 p.m. Air Force Auditorium, Subroto Park, New Delhi – 110 010
Ombudsman Policy We have adopted an Ombudsman Policy (includes Whistle Blower Policy), which outlines the method and process for stakeholders to voice genuine concerns about unethical conduct that may be in breach of the Code of Conduct for employees. The policy aims to ensure that genuine complainants can raise their concerns in full confidence, without any fear of retaliation or victimization. The Ombudsman administers a formal process to review and investigate any concerns raised, and undertakes all appropriate actions required to resolve the reported matter. Instances of serious misconduct dealt with by the Ombudsman are reported to the Audit Committee. No employee of the Company has been denied access to Ombudsman.
•
GENERAL SHAREHOLDERS’ INFORMATION
Financial Calendar (Tentative Schedule, subject to change) Financial year
Results for the quarter ending June 30, 2009 : 23rd July 2009, Thursday September 30, 2009 : October 30, 2009, Friday December 31, 2009 : January 22, 2010, Friday March 31, 2010 April 28, 2010, Wednesday Book Closure
: Friday, July 31, 2009 – Friday, August 21, 2009 (Both days inclusive)
Dividend
: Rs. 2/- per share (i.e. 20% on the face value of the shares)
Dividend pay-out date : On or after August 21, 2009 (within the statutory time limit of 30 days), subject to the approval of the shareholders Plant Locations
Memorandum and Articles of Associations The updated Memorandum and Articles of Association of the Company is uploaded on the website of the Company in the Investor Relations section
MEANS OF COMMUNICATION The quarterly audited results are published in prominent daily newspapers, viz. Mint (English daily) and Hindustan (vernacular newspaper) and are also posted on our website. At the end of each quarter we organize an earnings call with analysts and investors, which is also broadcast live on the Company’s website, and the transcript is posted on the website soon after. Any specific presentation made to the analysts/others is also posted on the website. Up-to-date financial results, annual reports, shareholding patterns, official news releases, financial analysis reports, latest presentation made to the institutional investors and other general information about the Company are available on the Company’s website www.airtel.in.
: April 1 to March 31
: Being a service provider company, Bharti Airtel has no plant locations. However, Circle Office addresses of the Company are provided at the end of the Annual Report at page no. 192.
Equity shares listing, stock code and listing fee payment Name and address of the stock exchange
Scrip code
Status of fee paid
National Stock Exchange of India Limited BHARTIARTL Paid as applicable Exchange Plaza Bandra-Kurla Complex Bandra East Mumbai-400051 The Bombay Stock Exchange Limited 532454 Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001
Paid as applicable
The Company de-listed its shares from the Delhi Stock Exchange Association Limited (Regional) during the financial year 2003-04.
BHARTI AIRTEL ANNUAL REPORT 2008-09
•
Since the time of listing of shares, we have adopted a practice of releasing a quarterly report, which contains financial and operating highlights, key industry and Company developments, results of operations, stock market highlights, non-GAAP information, ratio analysis, summarized US GAAP financial statements, etc. The quarterly reports are posted on our website and are also submitted to the stock exchanges where the shares of the Company are listed.
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Share Transfer System 84.28% of the equity shares of the Company are in electronic format. Transfer of these shares is done through the depositories without any involvement of the Company. Transfers of shares in physical form are normally processed within 15 days from the date of receipt, provided the documents are complete in all respects. All transfers are first processed by the Transfer Agent and are submitted to the Company for approval
thereafter. The authorised officials of the Company approve the transfer and the shares are returned to the shareholders. Pursuant to Clause 47(c) of the Listing Agreement, we obtain certificates from a Practicing Company Secretary on half-yearly basis to the effect that all the transfers are completed in the statutorily stipulated period. A copy of the certificate so received is submitted to both stock exchanges where the shares of the Company are listed.
Stock market data for the period April 1, 2008 to March 31, 2009 Share price performance in comparison with NSE Nifty and BSE Sensex High
NSE Low
Volume (Nos)
High
BSE Low
Volume (Nos)
950.00 979.80 887.50 861.95 886.90 848.70 819.00 748.00 758.00 725.00 679.00 637.50
778.30 798.00 716.00 672.55 770.60 651.00 483.00 576.50 622.00 553.35 607.05 541.10
62509786 84104191 80546420 104531315 50713694 102175691 117788229 88599107 77947815 96192284 53556330 113553937
950.00 919.90 888.00 861.00 886.30 839.75 806.00 740.15 756.50 725.00 678.40 637.00
777.10 798.00 717.20 688.00 777.10 700.00 484.00 575.95 630.00 576.00 607.00 544.00
12254601 16005821 14372462 18959653 19525028 30429344 22004868 17626963 15033006 16582311 7365066 17390291
Month Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09
Source: www.nseindia.com
Source: www.bseindia.com
Bharti Share Price Vs NSE Nifty
Bharti Share Price Vs BSE Sensex
Distribution of shareholding By number of shares held as on March 31, 2009 Sl.no. 1 2 3 4 5 6 7 8
Category
No. of shareholders
% to holders
No. of shares
% of shares
1 – 5000 5001 – 10000 10001 – 20000 20001 – 30000 30001 – 40000 40001 – 50000 50001 – 100000 100001 – above
188306 2575 1130 409 227 178 332 1397
96.79% 1.32% 0.58% 0.21% 0.12% 0.09% 0.17% 0.72%
9048715 2021765 1676512 1029762 804813 815326 2419568 1880423335
0.48% 0.11% 0.09% 0.05% 0.04% 0.04% 0.13% 99.06%
TOTAL
194554
100%
1898239796
100%
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By category of holders as on March 31, 2009 S. No.
Category
Promoter and promoter group (i) Indian promoters (ii) Foreign promoters Total promoters shareholding II Public shareholding (A) Institutional investors (i) Mutual Funds and Unit Trust of India (ii) Financial institutions and Banks (iii) Insurance companies (iv) Foreign Institutional Investors (B) Others (i) Bodies Corporate (Indian) (ii) Bodies Corporate (foreign) (iii) Trusts (iv) NRIs/ OCBs / Foreign Nationals (v) Indian Public & Others Total Public Shareholding Total Shareholding
No. of shares
%age of holding
859986028 414744373 1274730401
45.30 21.85 67.15
58314959 1804558 80072674 393238153
3.07 0.10 4.22 20.72
54786447 4459591 2108312 6455606 22269095 623509395 1898239796
2.89 0.23 0.11 0.34 1.17 32.85 100.00
I
The equity shares of the Company are frequently traded at the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.
Dematerlization of shares and liquidity The Company’s shares are compulsorily traded in dematerialised form and are available for trading with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The shareholders can hold our shares with any of the depository participants registered with these depositories. As on March 31, 2009, over 84.28% shares of the Company were held in dematerialized form. ISIN for the Company’s shares is INE 397D01016.
During the year 2004-05, the Company issued USD 115,000,000 zero coupon convertible bonds (“Bonds”), due in 2009. The Bonds were convertible at any time after June 12, 2004 up to April 12, 2009 by the holders into fully paid equity shares of Rs. 10/- per share, at an initial conversion price of Rs. 233.17 per share. During the year, we received one notice from a bondholder for conversion of FCCBs aggregating to USD 0.5 mn convertible into 93,408 equity shares of the Company. On March 31, 2009 the Company had USD 0.4 mn outstanding FCCB, which were convertible into 74,754 equity shares. In April 2009, the company has further received a notice for conversion of FCCBs of USD 350,000 into 65,385 equity shares. The balance FCCB’s worth USD 50,000 will be redeemed at 111.84% of their principal amount after completion of statutory formalities.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Outstanding GDRs/ADRs/warrants/options
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Communication addresses For corporate governance and other secretarial related matters Vijaya Sampath Group General Counsel and Company Secretary Bharti Airtel Limited Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II New Delhi 110 070 Telephone no. +91 11 46666100 Fax no. +91 11 46666137 Email:
[email protected] For queries relating to Financial Statements Harjeet Kohli Corporate Head - Treasury & Investor Relations Bharti Airtel Limited Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi 110 070 Telephone no. +91 11 46666100 Fax no. +91 11 46666137 Email:
[email protected]
For Corporate Communication related matters Senjam Raj Sekhar Vice President-Corporate Communication Bharti Airtel Limited Unitech World Cyber Park Tower - A, 4th Floor, Sector - 39, Gurgaon -122 001 Telephone no.: +91 124 4552222 Fax no.: +91 124 455 2233 Email:
[email protected] Registrar & Transfer Agent Karvy Computershare Pvt. Ltd. Plot No. 17-24, Vittalrao Nagar Madhapur Hyderabad 500 081 Ph No. 040-23420815-821 Fax No. 040-23420814 E-mail id:
[email protected] Website www.karvy.com Toll Free No. 1-800-3454001
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Annexures Annexure A Chief Executive Officer (CEO)/Chief Financial Officer (CFO) Certification We, Manoj Kohli, CEO & Joint Managing Director and Srikanth Balachandran, Chief Financial Officer of Bharti Airtel Limited, to the best of our knowledge and belief hereby certify that:
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.
(a) We have reviewed financial statements and the cash flow statements for the year ended 31st March 2009 and:
(d) We have indicated to the auditors and the audit committee:
(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, deficiencies in
(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 Srikanth Balachander CEO & Joint Managing Director CFO Date : April 28, 2009 Place : New Delhi
Annexure B Declaration
For Bharti Airtel Limited
Date : April 29, 2009 Place : New Delhi
Manoj Kohli CEO & Joint Managing Director
BHARTI AIRTEL ANNUAL REPORT 2008-09
I 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, 2009
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Secretarial audit report
15
The Board of directors, Bharti Airtel Limited, Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi – 110 070, India. I have examined the registers, records and documents of Bharti Airtel Limted (the Company) for the financial year ended 31st March 2009 in the light of the provisions contained in –
1.
Maintenance of various statutory and nonstatutory registers and documents and making necessary changes therein as and when the occasion demands.
2.
Filing 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.
•
The Companies Act, 1956 and the Rules made thereunder.
4.
Composition of the Board, appointment, retirement and resignation of directors.
•
The Depositories Act, 1996 and the Rules made thereunder and the bye-laws of the Depositories who have been given the requisite Certificate of Registration under the Securities and Exchange Board of India Act, 1992.
5.
Remuneration of executive and independent directors.
6.
Obtaining the approvals for various acts of the Company.
7.
Service of notice and agenda of board meetings and meetings of the committee of directors.
8.
Meetings of the Board and its committees
9.
Holding of annual general meeting and production of the various registers thereat.
•
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.
10. Recording the minutes of proceedings of board meetings, committee meeting and of the annual general meeting.
The Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1999, and
11. Appointment, change in the appointment and remuneration of Auditors.
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 my examination and verification of the aforementioned records made available to me and according to the clarifications and explanations given to me by the Company, I report that the Company has, in my opinion, complied with the 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 and of the Memorandum and Articles of Association of the Company, with regard to:
12. Registration of transfer of shares held in physical mode. 13. Dematerialisation and rematerialisation of shares. 14. Investment of company’s surplus 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 Employees Stock Option Scheme of the Company. 17. Requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997.
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18. Requirements set out in the listing agreement with the aforementioned stock exchanges. 19. Generally with regard to other requirements spelt out in the aforementioned Acts and Rules, Regulations and Guidelines made thereunder.
(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.
B I further report that – the directors of the Company have complied with the various requirements relating to making of disclosures, declarations in regard to their other directorships, membership 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 the pursuing its normal business, and
T.V. Narayanaswamy Place : New Delhi Practicing Company Secretary Date : April 20, 2009 Certificate of Practice No. 203
BHARTI AIRTEL ANNUAL REPORT 2008-09
(i)
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16
Standalone Financial Statements with Auditors’ Report Auditors’ Report to The Members of Bharti Airtel Limited 1. We have audited the attached Balance Sheet of Bharti Airtel Limited (‘the Company’) as at March 31, 2009 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. Further to our comments in the Annexure referred to above, we report that: i.
We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;
ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;
iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; v. On the basis of the written representations received from the directors, as on March 31, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2009; b) in the case of the profit and loss account, of the profit for the year ended on that date; and c) in the case of the cash flow statement, of the cash flows for the year ended on that date.
For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No.: 93283 Place : Date :
New Delhi April 29, 2009
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Re: BHARTI AIRTEL LIMITED (i)
(ii)
(a)
The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.
(b) The capitalised fixed assets are physically verified by the management according to a regular programme designed to cover all the items over a period of three years. During the year, the management had also designed a plan to physically verify capital work in progress. Pursuant to the above, a portion of fixed assets and capital work in progress has been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. As informed, no material discrepancies were noticed on such verification.
(v) According to the information and explanations provided by the management, there are no transactions pursuant to contracts or arrangements referred to in section 301 that are required to be entered in the register maintained under section 301 of the Companies Act, 1956.
(c)
There was no substantial disposal of fixed assets during the year.
(a)
The inventory (other than stocks with third parties) has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.
(viii) We have broadly reviewed the books of accounts maintained by Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of records with a view to determine whether they are accurate or complete.
(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c)
The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.
(iii) The Company has neither granted nor taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clauses (iii) of the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 are not applicable to the Company for the current year. (iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods
(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, salestax, wealth-tax, service tax, customs duty, cess and other material statutory dues applicable to it though there has been delays in few cases. The provisions relating to excise duty is not applicable to the Company. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. (c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty and cess on account of any dispute, are as follows (also refer Note 3(b) on Schedule 21):
BHARTI AIRTEL ANNUAL REPORT 2008-09
Annexure referred to in paragraph 3 of our report of even date
95
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Name of the Statutes
Nature of the dues
Andhra Pradesh VAT Act Andhra Pradesh VAT Act Gujrat Sales Tax Act West Bengal Sales Tax Act West Bengal Sales Tax Act West Bengal Sales Tax Act West Bengal Sales Tax Act West Bengal Value Added Tax The Central Sales Tax Act UP VAT Act Central Sales Tax Act UP VAT Act
Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax
UP VAT Act
Sales Tax
7,600
2005-08 2000-02 2006-07 1996-97 1997-98 2006-07 2004-05 2005-06 2005-06 2002-09 2003-05 2003-04 & 2006-07 2006-07
UP VAT Act
Sales Tax
33
2008-09
Haryana Sales tax Punjab Sales Tax Act Madhya Pradesh Commercial Sales Tax Act
Sales Tax Sales Tax
2,797 611
2002-04 2002-03
Sales Tax
21,720
UP VAT Act Karnataka Sales Tax Act Tamil Nadu Sales Tax Act J&K General Sales Tax
Sales Tax Sales Tax Sales Tax Sales Tax
1,125 290,920 634,279 * 8,433
1997-01 & 2003-05 2002-05 2005-06 1996-01 2005-06
Sub Total (A) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Sub Total (B)
Amount Disputed (in Rs ‘000) 2,359,596 228,064 * 928 402 14 928 * 48,268 324,846 203 12,178 35,836 505
Service Tax
3,979,286 371,032
Service Tax
Period to Which it Relates
Forum where the dispute is pending High Court of Andhra Pradesh Deputy Commissioner Appeals Commissioner (Appeals) DCCT - Appellate Stage The Appelate Authority Commissioner (Appeals) West Bengal Tax Tribunal DCCT Appeal DCCT Appeal Assessing Officer Joint Commissioner Appeals Joint Commissioner Appeals High Court of Judicature at Allahabad, Lucknow Bench Assisstant Commissioner of Sales tax Joint commissioner Jt. Director (Enforcement) Deputy Commissioner Appeals Assistant Commissioner JC Appeals Commissioner (Appeals) Jammu and Kashmir Appellate Authority
62,125
1997-01 & 2002-08 2002-06
Customs, Excise and Service Tax Appelate Tribunal Commissioner Appeals
Service Tax
445
2004-06
Deputy Commisioner Appeals
Service Tax
231,021
Service Tax
3,449
2000-01 & 2005-08 2006-07
Service Tax
1,654,990 *
Service Tax
8,913
Service Tax
195,585 *
1997-99 & 2002-09 2003-04
Service Tax
532
2002-03 & 2006-07 1996-00
Service Tax
966
1995-96
Service Tax
1,166
2004-05
Service Tax
3,657
2007-2008
Suprintendent of Mohali Joint Commissioner of Central Excise Commissioner Appeals High Court Deputy Commissioner Appeals Customs, Excise and Service Tax Appelate Tribunal, Mumbai Additional Commissioner Assistant Commissioner of Service Tax Joint Commissioner, Service Tax
2,533,881 www.reportjunction.com
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Income Tax Act, 1961
Income Tax
2,454,836
2003-2009
Income Tax Act, 1961
Income Tax
100,313
1996-1997 & 2002-2004
Income Tax Act, 1961
Income Tax
108,055
1996-97 & 1999-02 & 2006-07
Income Tax Appelate Tribunal
2001-04 & 2005-06 2007-08
Customs, Excise and Service Tax Appelate Tribunal, Mumbai Commissioner of Customs (Appeals)
Sub Total (C)
Commissioner of Income Tax (Appeals) High Court
2,663,204
Customs Act, 1962
Custom Act
2,095,298
Customs Act, 1962
Custom Act
103,050
Sub Total (D)
2,198,348
*The Company has deposited total amount of Rs. 1,207,425 thousand in respect of such cases.
The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial years.
(xi)
Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.
(xii)
According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company. (xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company. (xv)
According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks and financial institutions, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.
(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.
(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, funds amounting to Rs. 32,149,875 thousand raised on short-term basis (primarily represented by capital creditors) have been used for long-term investment (primarily represented by fixed assets). (xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. (xix) The Company has created security or charge in respect of debentures outstanding at the year end. (xx)
The Company has not raised any money by public issues during the year.
(xxi) According to the information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the course of our audit except few cases of fraud by employees estimated at Rs. 13,095 thousand and by external parties Rs. 150,516 thousand detected by the management for which appropriate steps were taken to strengthen controls and Rs. 6,100 thousand, out of such estimated amounts, has been recovered by the Company during the year. For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No.93283 Place : New Delhi Date : April 29, 2009
BHARTI AIRTEL ANNUAL REPORT 2008-09
(x)
97
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Balance Sheet as at March 31, 2009 Particulars
Schedule No.
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
18,982,398 2,933
18,979,074 12,318
SOURCES OF FUNDS Shareholder’s Funds Share Capital Share Application Money Pending Allotment Employee Stock Options Outstanding Less: Deferred Stock Compensation (Refer Note 21 on Schedule 21 and Note 27 on Schedule 22) Reserves and Surplus
2
256,295,074
182,859,525
Loan Funds Secured Loans Unsecured Loans
3 4
517,304 76,619,167
524,244 65,179,172
-
638,684
353,576,115
268,757,034
372,667,023 122,533,438
281,156,516 90,850,041
250,133,585 25,666,693
190,306,475 27,510,788
6
275,800,278 117,777,582 3,271,103
217,817,263 109,528,528 -
7 8 9 10 11
621,510 25,500,488 22,516,027 1,197,127 44,414,947
568,607 27,764,572 5,029,390 997,269 28,238,823
94,250,099
62,598,661
131,179,816 6,344,004
119,090,690 2,098,762
137,523,820 (43,273,721)
121,189,452 (58,590,791)
873
2,034
353,576,115
268,757,034
1 1,983,331 824,092
Deferred Tax Liability (Net) (Refer Note 13 on Schedule 21 and Note 26 on Schedule 22) Total
1,159,239
1,251,370 687,353
564,017
APPLICATION OF FUNDS Fixed Assets Gross Block Less: Accumulated Depreciation/Amortisation
5
Net Block Capital Work in Progress Investments Deferred Tax Asset (Net) (Refer Note 13 on Schedule 21 and Note 26 on Schedule 22) Current Assets , Loans and Advances Inventory Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances Less: Current Liabilities and Provisions Current Liabilities Provisions Net Current Assets Miscellaneous Expenditure (To the extent not written off or adjusted)
12
13
Total Statement of Significant Accounting Policies Notes to the Financial Statements As per our report of even date For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No: 93283 Place : New Delhi Date : April 29, 2009
21 22 The Schedules referred to above and Notes to the Financial Statements form an integral part of the Balance Sheet For and on behalf of the Board of Directors of Bharti Airtel Limited Sunil Bharti Mittal Chairman and Managing Director Srikanth Balachander Chief Financial Officer
Manoj Kohli CEO & Joint Managing Director Vijaya Sampath Group General Counsel & Company Secretary www.reportjunction.com
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Profit and Loss Account for the year ended March 31, 2009 Particulars
Schedule No.
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
339,995,752 147,150 340,142,902
256,647,513 387,583 257,035,096
52,034,149 63,268,921 124,051 14,336,407 21,763,991 20,875,328 172,402,847
40,385,333 33,004,746 338,502 13,341,852 17,849,080 19,429,499 124,349,012
167,740,055 35,821,761
132,686,084 25,838,212
131,918,294 1,407,368 17,639,842 32,062,839 1,788,151
106,847,872 2,358,581 4,837,080 31,665,825 2,660,709
219,463
317,416
INCOME
EXPENDITURE Access Charges Network Operating Cost of Goods Sold Personnel Sales and Marketing Administrative and Other Total Expenditure Profit before Licence Fee, Other Income, Finance Expense (Net), Depreciation, Amortisation, Charity and Donation and Taxation Licence fee and Spectrum charges (revenue share) Profit before Other Income, Finance Expense (Net), Depreciation, Amortisation, Charity and Donation and Taxation Other Income Finance Expense (net) Depreciation Amortisation Charity and Donation [(Rs. Nil (March 31, 2008 Rs. 200,000 thousand paid to Bharti Electoral Trust for political purposes)] Loss on Transfer of Telecom Infrastructure to Bharti Infratel Ltd (Refer Note 2(b) on Schedule 22) Less : Amount withdrawn from Reserve for Business Restructuring (Refer Note 2(b) on Schedule 22) Profit before Tax MAT credit Includes MAT credit of Rs. 1,093,362 thousand for earlier year (March 31, 2008 Rs. 241,767 thousand) Tax Expense - Current Tax Includes Tax of Rs. Nil thousand for earlier years (March 31, 2008 Rs. 959,169 thousand) - Deferred Tax (Refer Note 13 on Schedule 21 and Note 26 on Schedule 22) - Fringe Benefit Tax Profit after Tax Transferred from Debenture Redemption Reserve Transferred to General Reserve Proposed Dividend on Equity Shares Tax on Dividend Profit brought forward Profit carried to Balance Sheet Earnings per share (in Rs.) - Basic Earnings per share (in Rs.) - Diluted (Refer Note 18 on Schedule 21 and Note 28 on Schedule 22) Statement of Significant Accounting Policies Notes to the Financial Statements As per our report of even date
For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No: 93283 Place : New Delhi Date : April 29, 2009
14 15 16 17 18
19 20
-
57,396,005
-
- (57,396,005) 81,615,367 (1,396,304)
69,725,423 (241,767)
9,173,614
8,835,340
(3,959,059)
(1,682,365)
358,731 77,438,385 4,411 6,000,000 3,796,480 645,212 67,001,104 117,972,158 184,973,262 40.80 40.79
372,293 62,441,922 413,623 62,855,545 55,339,252 118,194,797 32.91 32.87
21 22 The Schedules referred to above and Notes to the Financial Statements form an integral part of the Profit & Loss Account For and on behalf of the Board of Directors of Bharti Airtel Limited Sunil Bharti Mittal Chairman and Managing Director Srikanth Balachander Chief Financial Officer
Manoj Kohli CEO & Joint Managing Director Vijaya Sampath Group General Counsel & Company Secretary
BHARTI AIRTEL ANNUAL REPORT 2008-09
Service Revenue Sale of Goods
99
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Cash Flow Statement for the year ended March 31, 2009 Particulars
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
81,615,367
69,725,423
32,062,839 4,275,619 (1,489,138) (38,899) (2,354,840) 648,318 2,146,723 367,076 1,141,184 756,695 2,684,358
31,665,825 3,832,356 (662,988) 32,075 (577,505) 331,094 1,700,958 (114,870) 1,195,725 1,958,584 1,172,833
(497,718) 214,860 228,944 15,163,507 65,433 540
(352,497) 185,183 30,824 13,649 97,562 (349)
Operating profit before working capital changes
136,990,868
110,233,882
Adjustments for changes in working capital : - (Increase)/Decrease in Sundry Debtors - (Increase)/Decrease in Other Receivables - (Increase)/Decrease in Inventory - Increase/(Decrease) in Trade and Other Payables
(1,468,398) (10,791,961) (281,847) 4,393,903
(11,274,032) (15,485,319) (109,093) 30,162,801
Cash generated from operations
128,842,565
113,528,239
Taxes (Paid)/Received
(10,311,097)
(8,929,734)
Net cash from operating activities
118,531,468
104,598,505
(92,108,430) 1,940,680 273,605,929 (279,523,969) 1,300,902 637,854
(100,350,321) 1,483,237 175,129,779 (189,776,774) 685,276 730,804
(14,915,200)
-
300,000
500,000
(181,518) (108,943,752)
(4,386,123) (115,984,122)
A. Cash flow from operating activities: Net profit before tax Adjustments for: Depreciation Interest Expense and other finance charges Interest Income (Profit)/Loss on Sale of Assets (Net) (Profit)/Loss on sale of Investments Amortisation of ESOP Expenditure Lease Equalisation/FCCB Premium Provision for Deferred Bonus Licence fee Amortisation Debts/Advances Written off Provision for Bad and Doubtful Debts/Advances (Net of write back) Liabilities / Provisions no longer required written back Provision for Gratuity and Leave Encashment Provision for Inventory for obsolete/ Damaged stock Unrealized Foreign Exchange (gain) /loss Loss/(Gain) from swap arrangements Provision for Wealth Tax
B. Cash flow from investing activities: Adjustments for changes in : Purchase of fixed assets Proceeds from Sale of fixed assets Proceeds from Sale of Investments Purchase of Investments Interest Received Net movement in advances given to Subsidiary Companies Purchase of Fixed Deposits (with maturity more than three months) Proceeds from Maturity of Fixed Deposits (with maturity more than three months) Acquisition/Subscription/Investment in Subsidiaries/Associate (Refer note 5 below) Net cash used in investing activities
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Cash Flow Statement for the year ended March 31, 2009 Particulars
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
176,060
193,531
13,454,721 (15,288,260)
17,761,606 (19,676,837)
(916,551) (4,168,114) 22,156 (6,719,988)
14,622,207 (3,852,591) (67,648) 8,980,268
Net Increase/(Decrease) in Cash and Cash Equivalents
2,867,728
(2,405,349)
Opening Cash and Cash Equivalents Cash and Cash Equivalents acquired on amalgamation Cash and Cash Equivalents as at year end Cash and Cash Equivalents comprise: Cash and Cheques on hand Balance with Scheduled Banks Cash and Bank Balances as per schedule 9 Less: - Fixed deposits not considered as cash equivalents Cash and Cash Equivalents in Cash Flow Statement:
5,029,390 3,709 7,900,827
7,304,605 130,134 5,029,390
445,518 22,070,509 22,516,027 14,615,200 7,900,827
1,119,995 3,909,395 5,029,390 5,029,390
C. Cash flow from financing activities: Issue of Shares under ESOP Scheme (including share application) Proceeds from long term borrowings Receipts Payments Proceeds from short term borrowings Net movement in cash credit facilities and short term loans Interest Paid Gain /(Loss) from swap arrangements Net cash from financing activities
Notes : 1. 2. 3. 4.
5.
6.
Figures in brackets indicate cash out flow. Previous year figures have been regrouped and recast wherever necessary to conform to the current year classification. Cash and cash equivalents includes Rs. 18,177 thousands pledged with various authorities (March 31, 2008- Rs. 65,884 thousands) which are not available for use by the Company The following assets and liabilities acquired under the scheme of amalgamation have not been considered in the above Cash flow statement Fixed Assets (Including CWIP and Pre-Operative expenditure and net of accumulated depreciation) 212,353 Current Assets (Other then Cash) 61,599 Current Liabilities and Provisions 15,414 Investment 56,208 Deferred Tax Liability 1,876 During the year, the Company increased its stake in Bharti Hexacom Limited by 1.11% through acquisition of 27,80,306 equity shares for an aggregate consideration of Rs. 166,818 thousand thereby increasing its investment by same amount (Previous Year acquisition of equity in Network i2i Limited at a purchase consideration of Rs. 5,313,916 thousand). Advances given to Subsidiary Companies have been reported net basis.
For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No: 93283 Place : New Delhi Date : April 29, 2009
For and on behalf of the Board of Directors of Bharti Airtel Limited Sunil Bharti Mittal Chairman and Managing Director Srikanth Balachander Chief Financial Officer
Manoj Kohli CEO & Joint Managing Director Vijaya Sampath Group General Counsel & Company Secretary
BHARTI AIRTEL ANNUAL REPORT 2008-09
As per our report of even date
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Schedules annexed to and forming part of accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
Authorised 2,500,000,000 (March 31, 2008 - 2,500,000,000) Equity shares of Rs. 10 each
25,000,000
25,000,000
Issued, Subscribed and Paid up 1,898,239,796 of Rs. 10 each fully paid up (March 31, 2008- 1,897,907,446 Equity Shares of Rs. 10 each)
18,982,398
18,979,074
18,982,398
18,979,074
39,889,844 256,997 40,146,841
39,259,225 630,619 39,889,844
Revaluation reserve
21,284
21,284
Capital reserve
51,083
51,083
24,785,198 126,831 24,912,029
82,181,203 (57,396,005) 24,785,198
139,958 (4,411)
553,581 (413,623)
135,547
139,958
SCHEDULE : 1 SHARE CAPITAL
Notes: (a) 49,999,000 and 1,516,390,970 equity shares issued as fully paid-up bonus shares on February 24, 1997 and September 30, 2001 respectively out of Share Premium account (b) 21,409,142 Equity Shares (March 31, 2008- 21,315,734) shares are allotted as fully paid up upon the conversion of Foreign Currency Convertible Bonds (FCCBs). (Refer Note 8 on Schedule 22) (c) 2,722,125 Equity Shares (March 31, 2008 - 2,722,125) shares are allotted as fully paid up under the Scheme of amalgamation without payments being received in cash. (d) For Stock options outstanding details refer note 27 on Schedule 22
SCHEDULE : 2 RESERVES AND SURPLUS Securities Premium Opening balance Additions during the year
Reserve for Business Restructuring Opening balance Additions during the year (Refer Note 2(b) on Schedule 22) Less : Transferred to Profit and Loss Account during the year [Note 2(b) of Schedule 22]
Debenture Redemption reserve Opening balance Transferred to Profit and Loss Account during the year
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Schedules annexed to and forming part of accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
6,000,000
-
184,973,262 -
118,194,797 43,127
55,028
(265,766)
185,028,290
117,972,158
256,295,074
182,859,525
500,000
500,000
17,304
24,244
517,304
524,244
134,976
11,510
6,243,768
4,803,050
36,901,853 33,473,546
32,840,392 27,535,730
76,619,167
65,179,172
25,123,211
17,581,716
SCHEDULE : 2 (Cont.)
General Reserve Profit and Loss Account Balance Add : Adjustment Acquired under the scheme of Amalgamation (Refer Note 2(a)(i) on Schedule 22)
SCHEDULE : 3 SECURED LOANS (Refer Note 13 on Schedule 22) Debentures Other Loans and Advances : -Vehicle Loans
Note : Amount repayable within one year
Short Term Loans and Advances From Banks Other Loans and Advances From Banks From Others
Note : Amount repayable within one year
BHARTI AIRTEL ANNUAL REPORT 2008-09
SCHEDULE : 4 UNSECURED LOANS
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281,156,516 265,099,314
GRAND TOTAL Previous Year
273,885 563,376
273,885
89,282 79,083 100,588 547 4,250 135 -
-
Acquired under the scheme of merger
94,581,880 97,089,308
94,581,880
195,252 132,028 675,017 408,508 84,574,033 4,319,464 427,245 90,561 36,277 -
3,723,495 -
Additions during the year
3,345,258 81,595,482
3,345,258
9,483 399 3,878 87,086 (815,015) 210,484 59,797 11,114 21,216 -
3,756,816 -
Sale / Adjustment during the year
372,667,023 281,156,516
372,667,023
248,465 675,093 3,510,129 2,751,137 309,809,300 20,626,784 1,894,030 975,061 199,557 3,397
83,993 10,748,556 21,141,521
As at March 31, 2009
90,850,041 72,042,973
90,850,041
4,002 563,511 875,258 65,691,620 11,643,499 905,892 547,713 81,504 28
83,993 1,123,106 9,329,915
As at April 01, 2008
62,292 416,822
62,292
26,421 33,695 547 1,495 134 -
-
Acquired under the scheme of merger
33,204,024 32,861,550
33,204,024
2,122 141,368 347,332 27,093,604 3,429,740 279,052 126,185 37,499 151
605,787 1,141,184
For the year
1,582,919 14,471,304
1,582,919
657 760 34,964 1,291,062 178,415 55,209 6,275 12,955 -
2,622 -
Sale / Adjustment during the year
Depreciation/ Amortisation
122,533,438 90,850,041
122,533,438
5,467 730,540 1,187,626 91,527,857 14,895,371 1,131,230 667,757 106,048 179
83,993 1,726,271 10,471,099
As at March 31, 2009
(Rs. ‘000)
275,800,278
250,133,585 25,666,693
242,998 675,093 2,779,589 1,563,511 218,281,443 5,731,413 762,800 307,304 93,509 3,218
9,022,285 10,670,422
As at March 31, 2009
217,817,263
190,306,475 27,510,788
58,694 454,182 2,196,396 1,554,457 158,628,044 4,873,758 616,440 347,766 102,992 3,369
9,658,771 11,811,606
As at March 31, 2008
Net Block Value
Notes: 1. Capital Work in Progress includes Capital advances of Rs. 1,555,709 thousand (Previous year Rs. 3,623,815 thousand) 2. Addition to fixed assets during the year includes : Rs. Nil (Previous year Gain of Rs. 1,641,579 thousand) on account of fluctuations in foreign exchange rates 3. Capital work in Progress as on March 31, 2009 is net of Rs. Nil (Previous year includes Rs. 1,837 thousand gain) on account of fluctuation in Exchange rate 4. Freehold Land and Building includes Rs. 13,135 thousand (Previous year Rs. 26,468 thousand) and Rs. 297,301 thousand (previous year Rs. 71,477 thousand) respectively, in respect of which registration of title in favour of the Company is pending 5. Building includes building on leasehold land Rs. 59,439 thousand (March 31, 2008 Rs. Nil) 6. The remaining amortisation period of licence fees as at March 31, 2009 ranges between 6 to 16 years for Unified Access Service Licences and 13 years for Long Distance Licences 7. Capital work in progress includes goods in transit Rs. 2,069,495 thousand (Previous year Rs. 2,887,441 thousand) 8. Computers include Gross Block of assets capitalised under finance lease Rs. 12,165,684 thousand (Previous year Rs. 7,993,424 thousand) and corresponding Accumulated Depreciation being Rs. 7,173,057 thousand (Previous year Rs. 4,571,055 thousand) 9. Sale/Adjustment during the year includes reclassification of class of assets
281,156,516
62,696 454,182 2,759,907 2,429,715 224,319,664 16,517,257 1,522,332 895,479 184,496 3,397
83,993 10,781,877 21,141,521
As at April 01, 2008
TOTAL Capital Work in Progress
TANGIBLE ASSETS Leasehold Land Freehold Land Building Leasehold Improvements Plant and Machinery Computers Office Equipment Furniture and Fixture Vehicles Vehicle on Finance Lease
INTANGIBLE ASSETS Software Bandwidth Licences
PARTICULARS
Gross Block Value
SCHEDULE 5 : FIXED ASSETS (Refer Notes 3, 4, 15, 16 on Schedule 21 and Note 2(b), 21, 24 & 25 on Schedule 22)
Schedules annexed to and forming part of accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
1,757,384
27,069
18,792,006
15,705,261
1,835
1,839
20,551,225
15,734,169
5,717,628
5,207,748
1,000
1,000
Current, other than trade, Unquoted - Deposits and Bonds Current, other than trade, Quoted - Mutual Funds and Bonds Long term, other than trade, Unquoted - Government securities
Long Term : Trade (Unquoted) Investment in Subsidiaries 1) Bharti Hexacom Limited: 174,999,980 (Previous year 166,501,980) Equity shares of Rs. 10 each fully paid up (Refer Note 2(d) & (e) on Schedule 22) 2)
Bharti Airtel Services Limited: 100,000 (Previous year 100,000) Equity shares of Rs. 10 each fully paid up.
3)
Bharti Aquanet Limited: Nil (Previous year 2,500,000) Equity shares of Rs. 10 each fully paid up (Refer Note 2(a) on Schedule 22)
-
261,549
4)
Bharti Airtel (USA) Limited: 300 (Previous year 200) Equity shares of USD .0001 each fully paid up.
508,971
508,971
Bharti Airtel (UK) Limited:123,663 (Previous year 1) Equity shares of GBP 1 each fully paid up*
100,612
87,609
26,333
26,333
4
4
20,139
20,139
5,316,039
5,316,039
82,181,703
82,181,703
40,902
40,902
12) Bharti Airtel Lanka (Private) Limited: 525,596,420 (Previous year 100) Equity shares of SLR 10 each fully paid up (Refer Note 2(f) on Schedule 22)
2,049,411
-
13) Bharti Airtel Holdings (Singapore) Pte Limited: 1 (Previous year 1) Equity shares of Singapore Dollar (SGD) 1 each fully paid up
1,106,553
-
5 6)
Bharti Airtel (Hongkong) Limited: 4,959,480 (Previous year 1) Equity shares of HKD 1 each fully paid up
7)
Bharti Airtel (Canada) Limited: 100 (Previous year 100) Equity shares of Canadian Dollar (CAD) 1 each fully paid up.
8) 9)
Bharti Airtel (Singapore) Private Limited: 7,50,001 (Previous year 100) Equity shares of Singapore Dollar (SGD) 1 each fully paid up. Network i2i Limited: 9,000,000 (Previous year 9,000,000) Equity shares of USD 1 each fully paid up.
10) Bharti Infratel Limited: 500,000,000 (Previous year 50,000) Equity shares of Rs. 10 each fully paid up.* 11) Bharti Telemedia Limited: 4,080,000 (Previous year 4,080,000) Equity shares of Rs 10 each fully paid up.
BHARTI AIRTEL ANNUAL REPORT 2008-09
SCHEDULE : 6 INVESTMENTS (Refer Note 7 on Schedule 21 and Note 20 on Schedule 22)
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Schedules annexed to and forming part of accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
Investment in Joint Ventures 1) Bridge Mobile PTE Limited: 2,200,000 (Previous year 2,200,000) Equity shares of USD 1 each fully paid up.
92,237
92,237
Investment in Assosiates 1) Bharti Teleports Limited: 1,470,000 (Previous year Nil) Equity shares of Rs. 10 each fully paid up. (Refer Note 2(g) on Schedule 22)
14,700
-
Others 1) IFFCO Kissan Sanchar Limited : 100,000 (Previous Year 100,000) Equity Shares
50,125
50,125
97,226,357
93,794,359
117,777,582
109,528,528
18,877,621 18,792,006 98,985,576
15,742,896 15,732,330 93,796,198
621,510
568,607
621,510
568,607
SCHEDULE : 6 (Cont.)
(*Refer Note 20(b) on Schedule 22) Aggregate Market Value of Quoted Investments Aggregate amount of Quoted Investments Aggregate amount of Unquoted Investments
SCHEDULE : 7 INVENTORY (Refer Note 6 on Schedule 21) Stock-In-Trade *
* Net of Provision for diminution in value Rs. 20,827 thousand (March 31, 2008 Rs. 41,893 thousand)
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Schedules annexed to and forming part of accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
SCHEDULE : 8 SUNDRY DEBTORS (Refer Note 5 on Schedule 21) (Unsecured, considered good unless otherwise stated) Debts outstanding for a period exceeding six months -considered good -considered doubtful Less : Provision for doubtful debts Other debts -considered good -considered doubtful Less : Provision for doubtful debts Debts due from other companies under the same management within the meaning of section 370(1B) Rs. Nil (March 31, 2008 Rs. 767,574 thousand) (Also refer note 23 on Schedule 22)
1,027,380 7,198,205 (7,198,205) 24,473,108 2,000,235 (2,000,235)
1,027,380
1,789,956 5,074,794 (5,074,794)
1,789,956
24,473,108
25,974,616 1,686,281 (1,686,281)
25,974,616
25,500,488
27,764,572
23,382 422,136
74,872 1,045,123
1,088,926 20,977,614 3,969
888,557 3,016,282 4,556
22,516,027
5,029,390
207,635 989,492
19,399 977,870
1,197,127
997,269
SCHEDULE : 9 CASH AND BANK BALANCES Cash in Hand Cheques in Hand Balances with Scheduled Banks - in Current Account - in Fixed deposits * - in Deposit Account as Margin Money * [Includes Rs. 14,208 thousand pledged with various authorities (March 31, 2008 Rs. 61,288 thousand)]
Interest Accrued on Investment Unamortised upfront fees and Deferred Premium
BHARTI AIRTEL ANNUAL REPORT 2008-09
SCHEDULE : 10 OTHER CURRENT ASSETS
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Schedules annexed to and forming part of accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
SCHEDULE : 11 LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) Advances Recoverable in cash or in kind or for value to be received* Considered good Considered doubtful Less: Provision Advance to ESOP Trust Advance Tax [Net of provision for tax Rs. 26,209,322 thousand (March 31, 2008 17,018,162 thousand)] Advance Wealth Tax [Net of Provision for tax Rs. 840 thousand (March 31, 2008 Rs. 608 thousand)] Advance Fringe Benefit Tax [Net of provision for tax Rs. 869,615 thousand (March 31, 2008 Rs. 502,607 thousand)] MAT Credit
41,539,755 4,438,434 (4,438,434)
41,539,755 105,489
27,527,205 4,191,441 (4,191,441)
27,527,205 116,971
894,226
119,902
694
154
49,655 1,825,128
45,767 428,824
44,414,947
28,238,823
Debts due from other companies under the same management within the meaning of section 370(1B) Rs. 13,448,301 thousand (March 31, 2008 Rs. 4,297,830 thousand) (Also refer note 23 on Schedule 22) SCHEDULE : 12 CURRENT LIABILITIES AND PROVISIONS Current Liabilities Sundry Creditors : Total outstanding dues of Micro and Small Enterprises* Total outstanding dues of Creditors other than Micro and Small Enterprises** Advance Billing and Prepaid Card Revenue Interest accrued but not due on loans Other Liabilities Advance Received from customers Security Deposits (Refer Note 9 on Schedule 22)
44,258 91,508,638
91,552,896 31,299,451 840,186 3,429,190 633,162 3,424,931 131,179,816
83,816,886
83,816,886 26,853,515 732,681 3,541,797 667,121 3,478,690 119,090,690
*Refer Note 18 on Schedule 22 ** Amount repayable to Subsidiary Companies Rs. 2,640,272 thousand (Previous year Nil)
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Schedules annexed to and forming part of accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
SCHEDULE : 12 (Cont.) Provisions Gratuity (Refer Note 10 on Schedule 21 and Note 6 on Schedule 22) Leave Encashment (Refer Note 10 on Schedule 21 and Note 6 on Schedule 22) Others (Refer Note 6(i) and 21 on Schedule 22) Proposed Dividend (Refer Note 31 on Schedule 22) Tax on Dividend
582,275
380,373
477,634 842,403 3,796,480 645,212
464,676 1,253,713 -
6,344,004
2,098,762
137,523,820
121,189,452
(1,351) (1,351)
(6,594) (6,594)
-
-
2,034 588 573
26,630 20,218 4,378
873
2,034
SCHEDULE : 13 MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) (Refer Note 14 on Schedule 21 and Note 27 on Schedule 22) Deferred Employee Compensation Expense* Opening Balance Add: Addition/(Adjustments) during the year Less: Amortisation for the year**
* Relating to Employee Stock Option Scheme 2001 and 2004 ** Net of stock compensation income of Rs. 3,682 thousand (March 31, 2008 Rs. 3,886 thousand)
BHARTI AIRTEL ANNUAL REPORT 2008-09
Premium on Redemption of Debentures Opening Balance Less : Write back during the year Less : Amortisation for the year
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Schedules annexed to and forming part of accounts Particulars
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
864,335 42,549 16,125,827 28,747,906 124,567 7,703,525 159,285 1,213,649 2,393,706 5,893,572
891,747 86,131 9,857,737 8,102,162 106,127 7,080,594 932,019 647,260 2,353,998 2,946,971
63,268,921
33,004,746
568,607 2,869,427 1,618,471 1,074,002 621,510
478,145 2,353,696 800,728 1,124,004 568,607
124,051
338,502
SCHEDULE : 14 NETWORK OPERATING EXPENDITURE Interconnect charges and PSTN rentals Installation Power and Fuel Rent Insurance Repairs and Maintenance - Plant and Machinery - Others Leased Line and Gateway charges Internet access and bandwidth charges Others
SCHEDULE : 15 COST OF GOODS SOLD Opening Stock Add : Purchases Less : Simcard Utilisation Less : Internal issues/capitalised Less : Closing Stock *
* Net of Provision for diminution in value Rs. 20,827 thousand (March 31, 2008 Rs. 41,893 thousand)
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Schedules annexed to and forming part of accounts Particulars
SCHEDULE : 16 PERSONNEL EXPENDITURE (Refer Note 10 on Schedule 21 and Note 6 on Schedule 22) Salaries, Wages and Bonus * Contribution to Provident and Other Funds Staff Welfare Recruitment and Training
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
12,959,548 430,928 584,949 360,982
11,942,494 416,416 619,846 363,096
14,336,407
13,341,852
6,228,864 6,326,848 1,618,471 7,589,808
5,664,692 6,476,102 800,728 5,193,735
21,763,991
18,135,257
746,185 107,561 596,648 10,943,342 942,806 1,087,509 106,231 398,890 28,490 756,695 2,684,358 228,944 1,708,114 539,555
656,224 38,319 593,931 7,636,595 1,030,744 1,145,635 97,779 583,725 10,122 1,958,584 1,172,833 30,824 1,343,829 32,075 2,812,103
20,875,328
19,143,322
* Excluding amortisation of Deferred ESOP cost Refer Note 27 (vii) on Schedule 22
SCHEDULE : 17 SALES AND MARKETING EXPENDITURE Advertisement and Marketing Sales Commission and Incentive Sim card utilisation Others
Legal and Professional Rates and Taxes Power and Fuel IT and Call Center Outsourcing Traveling and Conveyance Rent Repairs and Maintenance - Building - Others Insurance Bad debts written off Provision for doubtful debts and advances Provision for Diminution in Stock Collection and Recovery Expenses Loss on sale of assets (net) Miscellaneous Expenses
BHARTI AIRTEL ANNUAL REPORT 2008-09
SCHEDULE : 18 ADMINISTRATIVE AND OTHER EXPENDITURE
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Schedules annexed to and forming part of accounts Particulars
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
497,718 38,899 870,751
352,497 2,006,084
1,407,368
2,358,581
2,010,561 58,457 35,189 573 17,142,195 65,433 2,171,412
1,948,841 68,341 60,595 4,378 2,143,277 97,562 1,754,579
21,483,820
6,077,573
2,354,840
577,505
739,406 749,732
171,631 491,357
3,843,978
1,240,493
17,639,842
4,837,080
SCHEDULE : 19 OTHER INCOME Liabilities/Provisions no longer required written back Profit on Sale of Assets (Net) Miscellaneous
SCHEDULE : 20 FINANCE EXPENSE/(INCOME) (Net) Interest : - On Term Loan - On Debentures - On Others Amortisation of Premium on Redemption of FCCB’s Exchange fluctuation (gain)/loss (Net) Loss from swap arrangements Other Finance Charges Less : Income Profit on sale of Current Investments (other than trade) Interest Income : - from Current Investments and Fixed Deposits (Other than Trade) [Gross of TDS of Rs. 132,610 thousand (March 31, 2008 Rs. 34,647 thousand)] - from other advances [Gross of TDS of Rs. 171,212 thousand (March 31, 2008 Rs. 108,538 thousand)]
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Schedules annexed to and forming part of accounts SCHEDULE: 21 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009 1.
BASIS OF PREPARATION The financial statements have been prepared to comply in all material respects with the Notified Accounting Standards by Companies (Accounting Standards) Rules, 2006, (‘as amended’) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which revaluation is carried out. The accounting policies have been consistently applied by the Company and, except for the changes in accounting policy discussed in Note 9 below, are consistent with those used in the previous year.
2.
USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting year end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.
3.
FIXED ASSETS Fixed Assets are stated at cost of acquisition and subsequent improvements thereto, including taxes and duties (net of cenvat credit), freight and other incidental expenses related to acquisition and installation. Capital workin-progress is stated at cost. Site restoration cost obligations are capitalized when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. The intangible component of license fee payable by the Company for cellular and basic circles, upon migration to the National Telecom Policy (NTP 1999), i.e. Entry Fee, has been capitalised as an asset and the one time license fee paid by the Company for acquiring new licences (post NTP-99) (basic, cellular, national long distance and international long distance services) has been capitalised as an intangible asset.
4.
DEPRECIATION/AMORTISATION
Leasehold Land Building Building on Leased Land Leasehold Improvements Plant and Machinery Computer/Software Office Equipment Furniture and Fixtures Vehicles
Useful lives Period of lease 20 years 20 years Period of lease or 10 years whichever is less 3 years to 20 years 3 years 5 years/2 years 5 years 5 years
Software up to Rs. 500 thousand is written off in the financial year placed in service. Bandwidth capacity is amortised on straight line basis over the period of the agreement subject to a maximum of 18 years. The Entry Fee capitalised is being amortised equally over the period of the license and the one time licence fee is being amortised equally over the balance period of licence from the date of commencement of commercial operations.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Depreciation is provided on straight-line method, at the rates determined based on the estimated economic useful lives of assets; or at the rates prescribed under schedule XIV of the Companies Act, 1956, whichever is higher, as follows:
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The site restoration cost obligation capitalized is depreciated over the period of the useful life of the related asset. Fixed Assets costing upto Rs 5 thousand are being fully depreciated within one year from the date of acquisition. 5.
REVENUE RECOGNITION AND RECEIVABLES Mobile Services Service revenue is recognised on completion of provision of services. Service revenue includes income on roaming commission and access charges passed on to other operators, and is net of discounts and waivers. Revenue, net of discount, is recognised on transfer of all significant risks and rewards to the customer and when no significant uncertainty exists regarding realisation of consideration. Processing fees on recharge is being recognised over the estimated customer relationship period or voucher validity period, as applicable. Telemedia Services (Erstwhile Broadband & Telephone Services) and Enterprise Services Carriers Service revenue is recognised on completion of provision of services. Revenue on account of bandwidth service is recognised on time proportion basis in accordance with the related contracts. Service Revenue includes access charges passed on to other operators, and is net of discounts and waivers. Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer and when no significant uncertainty exists regarding realisation of consideration. Revenue from prepaid calling cards packs is recognised on the actual usage basis. Enterprise Services Corporate Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer and when no significant uncertainty exists regarding realisation of consideration. Service Revenues includes revenues from registration, installation and provision of Internet and Satellite services. Registration fees is recognised at the time of dispatch and invoicing of Start up Kits. Installation charges are recognised as revenue on satisfactory completion of installation of hardware and service revenue is recognised from the date of satisfactory installation of equipment and software at the customer site and provisioning of Internet and Satellite services. Activation Income Activation revenue and related direct activation costs, not exceeding the activation revenue, are deferred and amortized over the related estimated customers relationship period, as derived from the estimated customer churn period. Investing and other Activities Income on account of interest and other activities are recognised on an accrual basis. Dividends are accounted for when the right to receive the payment is established. Provision for doubtful debts The Company provides for amounts outstanding for more than 90 days in case of active subscribers and for entire outstanding from deactivated customers net off security deposits or in specific cases where management is of the view that the amounts from certain customers are not recoverable. For receivables due from the other operators on account of their NLD and ILD traffic, IUC and roaming charges, the Company provides for amounts outstanding for more than 120 days from the date of billing, net of any amounts payable to the operators or in specific cases where management is of the view that the amounts from these operators are not recoverable. Accrued Billing revenue Accrued billing revenue represent revenue recognized in respect of Mobile, Broadband and Telephone, and Long Distance services provided from the bill cycle date to the end of each month. These are billed in subsequent periods as per the terms of the billing plans.
6.
INVENTORY Inventory is valued at the lower of cost and net realisable value. Cost is determined on First in First out basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. www.reportjunction.com
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The Company provides for obsolete and slow-moving inventory based on management estimates of the usability of inventory. 7.
INVESTMENT Current Investments are valued at lower of cost and fair market value determined on individual basis. Long term Investments are valued at cost. Provision is made for diminution in value to recognise a decline, if any, other than that of temporary nature.
8.
LICENSE FEES – REVENUE SHARE With effect from August 1, 1999, the variable Licence fee computed at prescribed rates of revenue share is charged to the Profit and Loss Account in the year in which the related revenues are recognised. Revenue for this purpose identified as adjusted gross revenue as per the respective license agreements.
9.
FOREIGN CURRENCY TRANSLATION, ACCOUNTING FOR FORWARD CONTRACTS AND DERIVATIVES Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Conversion Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. Exchange Differences Exchange differences arising on the settlement of monetary items or on restatement of the Company’s monetary items at rates different from those at which they were initially recorded during the period/year, or reported in previous financial statements, are recognized as income or as expenses in the period/year in which they arise as mentioned below. During the year, the Company has, with effect from the April 1, 2008, changed its policy to charge/credit fluctuations in respect of loans/liabilities for acquisition of fixed assets directly to the Profit & Loss Account from adjusting such exchange differences in the carrying cost of the respective assets. Forward Exchange Contracts covered under AS 11, ‘The Effects of Changes in Foreign Exchange Rates’ Exchange differences on forward exchange contracts and plain vanilla currency options for establishing the amount of reporting currency and not intended for trading and speculation purposes, are recognised in the Profit & Loss Account in the year in which the exchange rate changes. The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income over the life of the contract. Any profit or loss arising on cancellation or renewal of such forward exchange contract is recognised as income or expense for the period/year. Exchange difference on forward contracts which are taken to establish the amount other than the reporting currency arising due to the difference between forward rate available at the reporting date for the remaining maturity period and the contracted forward rate (or the forward rate last used to measure a gain or loss on the contract for an earlier period) are recognised in the profit and loss account for the period/year.
The Company enters into various foreign currency option contracts and interest rate swap contracts that are not in the nature of forward contracts designated under AS 11 as such and contracts that are not entered to establish the amount of the reporting currency required or available at the settlement date of a transaction; to hedge its risks with respect to foreign currency fluctuations and interest rate exposure arising out of import of capital goods using foreign currency loan. At every year end all outstanding derivative contracts are fair valued on a marked-to-market basis and any loss on valuation is recognised in the profit and loss account, on each contract basis. Any gain on marked-to-market valuation on respective contracts is not recognized by the Company, keeping in view the principle of prudence as enunciated in AS 1, ‘Disclosure of Accounting Policies’. Any reduction to fair values and any reversals of such reductions are included in profit and loss statement of the period/year. Embedded Derivative Instruments The Company occasionally enters into contracts that do not in their entirety meet the definition of a derivative
BHARTI AIRTEL ANNUAL REPORT 2008-09
Other Derivative Instruments, not in the nature of AS 11, ‘The Effects of Changes in Foreign Exchange Rates’
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instrument that may contain “embedded” derivative instruments – implicit or explicit terms that affect some or all of the cash flow or the value of other exchanges required by the contract in a manner similar to a derivative instrument. The Company assesses whether the economic characteristics and risks of the embedded derivative are clearly and closely related to the economic characteristics and risks of the remaining component of the host contract and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics and risks that are not clearly and closely related to the economic characteristics and risks of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract, carried at fair value as a trading or non-hedging derivative instrument. The loss on marked-to-market valuation of the embedded derivative instrument is recognized in the Profit & Loss Account for the period/year. Any reduction in mark to market valuations and reversals of such reductions are included in profit and loss statement of the period/year. Translation of Integral and Non-Integral Foreign Operation The financial statements of an integral foreign operation are translated as if the transactions of the foreign operation have been those of the Group itself. In translating the financial statements of a non-integral foreign operation for incorporation in financial statements, the assets and liabilities, both monetary and non-monetary are translated at the closing rate; income and expense items are translated at exchange rate at the date of transaction for the year; and all resulting exchange differences are accumulated in a foreign currency translation reserve until the disposal of the net investment. Foreign exchange contracts for trading and speculation purpose Foreign exchange contracts intended for trading and/or speculation are fair valued on a marked-to-market basis and any loss on such valuation is recognised in the Profit & Loss Account for the period. 10. EMPLOYEE BENEFITS (a) Short term employee benefits are recognised in the period during which the services have been rendered. (b) All employees of the Company are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (presently 12%) of the employees’ basic salary. These contributions are made to the fund administered and managed by the Government of India. In addition, some employees of the Company are covered under the employees’ state insurance schemes, which are also defined contribution schemes recognized and administered by the Government of India. The Company’s contributions to both these schemes are expensed in the Profit and Loss Account. The Company has no further obligations under these plans beyond its monthly contributions. (c) Some employees of the Company are entitled to superannuation, a defined contribution plan which is administered through Life Insurance Corporation of India (“LIC”). Superannuation benefits are recorded as an expense as incurred. (d) Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method. (e) The Company provides for gratuity obligations through a defined benefit retirement plan (the ‘Gratuity Plan’) covering all employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment based on the respective employee salary and years of employment with the Company. The Company provides for the Gratuity Plan based on actuarial valuations as per the Projected Unit Credit Method at the end of each financial year in accordance with Accounting Standard 15 (revised), “Employee Benefits”. The Company makes annual contributions to the LIC for the Gratuity Plan in respect of employees at certain circles. (f)
Other Long term service benefits are provided based on actuarial valuation made at the end of each financial year. The actuarial valuation is done as per projected unit credit method.
(g) Actuarial gains and losses are recognized as and when incurred. 11. PRE-OPERATIVE EXPENDITURE Expenditure incurred by the Company from the date of acquisition of license for a new circle or from the date of start-up of new ventures or business, up to the date of commencement of commercial operations of the circle or the new venture or business, not directly attributable to fixed assets are charged to the Profit & Loss account in the year in which such expenditure is incurred. www.reportjunction.com 5 Airtel main 98-148.p65
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12. LEASES a)
Where the Company is the lessee Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Lease Rentals with respect to assets taken on ‘Operating Lease’ are charged to the Profit & Loss Account on a straight-line basis over the lease term. Leases which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item are classified as finance lease. Assets acquired on ‘Finance Lease’ which transfer risk and rewards of ownership to the Company are capitalized as assets by the Company at the lower of fair value of the leased property or the present value of the minimum lease payments or where applicable, estimated fair value of such assets. Amortization of capitalised leased assets is computed on the Straight Line method over the useful life of the assets. Lease rental payable is apportioned between principal and finance charge using the internal rate of return method. The finance charge is allocated over the lease term so as to produce a constant periodic rate of interest on the remaining balance of liability.
b)
Where the Company is the lessor Lease income in respect of ‘Operating Lease’ is recognised in the Profit & Loss Account on a straight-line basis over the lease term. Finance leases as a dealer lessor are recognized as a sale transaction in the Profit & Loss Account and are treated as other outright sales. Finance Income is recognized based on a pattern reflecting a constant periodic rate of return on the net investment of the lessor outstanding in respect of the lease.
c)
Initial direct costs are expensed in the Profit & Loss Account at the inception of the lease.
13. TAXATION Current Income tax and fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with Indian Income Tax Act, 1961.
Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the period/year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the ICAI, the said asset is created by way of a credit to the Profit and Loss Account and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period. 14. MISCELLANEOUS EXPENDITURE Premium on redemption of debentures is recognised as an expense to the Profit and Loss Account over the period of the related contract. 15. BORROWING COST Borrowing cost attributable to the acquisition or construction of fixed assets which takes substantial period of time to get ready for its intended use is capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the year in which they are incurred. 16. IMPAIRMENT OF ASSETS
BHARTI AIRTEL ANNUAL REPORT 2008-09
Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised and reviewed at each balance sheet date, only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. At each balance sheet date, unrecognised deferred tax assets of earlier years are re-assessed and recognised to the extent that it has become reasonably certain that future taxable income will be available against which such deferred tax assets can be realized.
The carrying amounts of assets are reviewed at each balance sheet date for impairment whenever events or
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changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the assets’ carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the assets’ fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). 17. SEGMENTAL REPORTING a)
Primary Segment The Company operates in four primary business segments viz. Mobile Services, Telemedia Services, Enterprise Services Carriers and Enterprise Services Corporate.
b) Secondary Segment The Company has operations within India as well as in other countries through entities located outside India. The operations in India constitute the major part, which is the only reportable segment, the remaining portion being attributable to others. 18. EARNINGS PER SHARE The earnings considered in ascertaining the Company’s Earnings per Share (‘EPS’) comprise the net profit after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless impact is anti dilutive. 19. WARRANTY AND ASSET RETIREMENT OBLIGATIONS (ARO) Provision for warranty and ARO is based on past experience and technical estimates. 20. PROVISIONS Provisions are recognised when the Company has a present obligation as a result of past event; it is more likely than not that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. 21. EMPLOYEE STOCK OPTIONS OUTSTANDING Employee Stock options outstanding are valued using Black Scholes / Lattice valuation option – pricing model and the fair value is recognised as an expense over the period in which the options vest. 22. CASH AND CASH EQUIVALENTS Cash and Cash equivalents in the Balance Sheet comprise cash in hand and at bank and short-term investments.
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Schedules annexed to and forming part of accounts SCHEDULE: 22 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009 1.
Background Bharti Airtel Limited ('Bharti Airtel' or 'the Company') incorporated in India on July 7, 1995, is a Company promoted by Bharti Telecom Limited ('BTL'), a Company incorporated under the laws of India.
2.
New Operations a)
During the year ended March 31, 2009, the scheme of amalgamation (Scheme) for amalgamation of Bharti Aquanet Limited ('Aquanet') with the Company has been approved by the Hon'ble High Court and filed with the Registrar of Companies, National Capital Terrritory of Delhi & Haryana, (ROC) on January 1, 2009. Accordingly, all assets and liabilities of Aquanet are recorded by the Company under pooling of interest method effective January 1, 2009. i)
The difference between the carrying value of Investment in Aquanet and value of net assets acquired under the Scheme of Rs. 55,028 thousand has been credited to Reserve and Surplus.
ii)
The Company has not issued any shares to give an effect to the above scheme.
b) During the year ended March 31, 2008, the Company had transferred its telecom infrastructure undertaking worth Rs. 57,396,005 thousand into a separate legal entity Bharti Infratel Limited ("BIL") at nil value pursuant to scheme sanctioned by The Hon'ble High Court of Delhi, effective from January 31, 2008. The Company had revalued its investment in BIL and recorded it at its fair value of Rs. 82,181,203 thousand. The reserve arising on business restructuring stand at Rs. 24,785,198 thousand in the balance sheet of the Company as of March 31, 2008. During the year ended March 31, 2009, the Company has, based on final reconciliation with BIL, transferred in/out certain assets and accounted these in accordance with the accounting prescribed in the Scheme resulting into net increase in the Business Restructuring Reserve ('BRR') and decrease in the net liabilities of the Company by Rs. 126,831 thousand for year ended March 31, 2009. This reconciliation has no impact on the profits for the year ended March 31, 2009. c)
During the year ended March 31, 2009, Bharti Airtel invested Rs. 1,106,553 thousands in equity shares of its wholly owned subsidiary Bharti Airtel Holdings Singapore Pte Limited towards equity. As of March 31, 2009, the amount is pending allotment by the subsidiary.
e)
Further, on February 19, 2009, the Company increased its stake in Bharti Hexacom Limited by 1.11% through acquisition of 27,80,306 equity shares for an aggregate consideration of Rs. 166,818 thousand.
f)
During the year ended March 31, 2009, the Company invested Rs. 2,049,411 thousand in its wholly owned subsidiary Bharti Airtel Lanka (Private) Limited towards equity.
g) On March 4, 2009, the Company subscribed to 1470,000 equity shares (49% stake) in Bharti Teleports Limited for an aggregate consideration of Rs. 14,700 thousand. 3.
Contingent liabilities a)
Total Guarantees outstanding as at March 31, 2009 amounting to Rs. 20,895,580 thousand (March 31, 2008 Rs. 13,686,627 thousand) have been issued by banks and financial institutions on behalf of the Company. Corporate Guarantees outstanding as at March 31, 2009 amounting to Rs. 1,576,542 thousand (March 31, 2008 Rs. 1,198,890 thousand) have been given to banks and financial institutions as mentioned above on behalf of Group Companies.
BHARTI AIRTEL ANNUAL REPORT 2008-09
d) On September 9, 2008, Bharti Airtel Limited subscribed to 5,717 thousand right shares of Bharti Hexacom Limited for an aggregate consideration of Rs. 343,062 thousand.
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b) Claims against the Company not acknowledged as debt (excluding cases where the possibility of any outflow in settlement is remote): (Rs. ‘000) Particulars (i) Taxes, Duties and Other demands (under adjudication/appeal / dispute) -Sales Tax (see 3 (c) below) -Service Tax (see 3 (d) below) -Income Tax (see 3 (e) below) -Customs Duty (see 3 (f) below) -Stamp Duty -Entry Tax (see 3 (g) below) -Municipal Taxes -Access Charges / Port Charges (see 3 (i) below) -DoT demands (including 3 (h) below) -Other miscellaneous demands (ii) Claims under legal cases including arbitration matters (including 3 (j) below)
As at March 31, 2009
As at March 31, 2008
399,942 668,073 1,977,127 2,198,348 353,403 1,020,873 2,994 2,208,917 579,674 66,034
333,639 168,787 1,720,888 31,194 415,003 44,829 2,860 2,239,974 1,195,825 68,181
464,149
382,015
9,939,534
6,603,195
Unless otherwise stated below, the management believes that, based on legal advice, the outcome of these contingencies will be favourable and that a loss is not probable. Of the above, details of unpaid amounts relating to Income Tax, Sales Tax, Service Tax and Custom Duty together with forum where dispute is pending as at March 31, 2009 is set out below: Name of the Statutes
Nature of the Dues
Amount Disputed (in Rs. ‘000)
Amount Deposited (in Rs. ‘000)
Period to which it Relates
Andhra Pradesh VAT Act Gujarat Sales Tax Act West Bengal Sales Tax Act West Bengal Sales Tax Act UP VAT Act Central Sales Tax Act UP VAT Act
Sales Sales Sales Sales Sales Sales Sales
Tax Tax Tax Tax Tax Tax Tax
2,359,596 928 402 14 12,178 35,836 505
500,586 7,194 5,400 136
UP VAT Act
Sales Tax
7,600
3,520
2005-08 2006-07 1996-97 1997-98 2002-09 2003-05 2003-04 & 2006-07 2006-07
UP VAT Act Haryana Sales tax Punjab Sales Tax Act Madhya Pradesh Commercial Sales Tax Act UP VAT Act Karnataka Sales Tax Act
Sales Sales Sales Sales
Tax Tax Tax Tax
33 2,797 611 21,720
29 611 8,621
Sales Tax Sales Tax
1,125 290,920
1,125 127,871
2,734,265
655,093
Service Tax
371,032
-
Service Tax
62,126
14,384
1997-2001 & 2002-08 2002-06
Service Tax
445
-
2004-06
Service Tax
231,021
-
Service Tax
3,449
-
2000-01 & 2005-08 2006-07
668,073
14,384
Sub Total (A) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Finance Act,1994 (Service Tax Provisions) Sub Total (B)
2008-09 2002-04 2002-03 1997-01 & 2003-05 2002-05 2005-06
Forum where the dispute is pending High Court of Andhra Pradesh Commissioner (Appeals) DCCT - Appellate Stage The Appelate authority Assessing Officer Joint Commissioner Appeals Joint Commissioner Appeals High Court of Judicature at Allahabad, Lucknow Bench Assisstant Commissioner of Sales tax Joint commissioner Jt. Director (Enforcement) Deputy Commissioner Appeals Assistant Commissionet JC Appeals
Customs, Excise and Service Tax Appelate Tribunal Commissoner Appeals Deputy Commisioner Appeals Supritendent of Mohali Joint Commissioner of Central Excise
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Name of the Statutes
Nature of the Dues
Income Tax Act, 1961 Income Tax Act, 1961
Income Tax Income Tax
2,454,836 100,313
Income Tax Act, 1961
Income Tax
108,055
Sub Total (C)
Amount Disputed (in Rs ‘000)
Amount Deposited (in Rs ‘000)
764,644 2003-2009 581,721 1996-1997 & 2002-2004 91,754 1996-97 & 1999-02 & 2006-07
2,663,204
1,438,119
Customs Act-1962
Custom Act
2,095,298
31,963
Customs Act-1962
Custom Act
103,050
25,762
2,198,348
57,725
Sub Total (D)
c)
Period to which it relates
2001-04 & 2005-06 2007-08
Forum where the dispute is pending Commissioner of Income Tax (Appeals) High Court Income Tax Appelate Tribunal
Customs, Excise and Service Tax Appelate Tribunal, Mumbai Commissioner of Customs (Appeals)
Sales tax The claims for sales tax as of March 31, 2009 comprised the cases relating to: i.
the appropriateness of the declarations made by the Company under the relevant sales tax legislations which was primarily procedural in nature; and
ii.
the applicable sales tax on disposals of certain property and equipment items.
d) Service tax The service tax demands as at March 31, 2009 relate to:
e)
i.
roaming revenues charged from other operators; and
ii.
subscriber receivables written off.
Income tax demand under appeal Income tax demands under appeal mainly included the appeals filed by the Company before various appellate authorities against the disallowance of certain expenses being claimed under tax by income tax authorities. The management believes that, based on legal advice, it is probable that its tax positions will be sustained and accordingly, recognition of a reserve for those tax positions will not be appropriate.
f)
Custom duty The custom authorities, in some states, demanded Rs. 2,198,348 thousand as at March 31, 2009 (March 31, 2008 - Rs. 31,194 thousand) for the imports of special software on the ground that this would form part of the hardware along with which the same has been imported. The view of the Company is that such imports should not be subject to any custom duty as it would be an operating software exempt from any custom duty. The management is of the view that the probability of the claims being successful is remote.
In certain states an entry tax is levied on receipt of material from outside the state. This position has been challenged by the Company in the respective states, on the grounds that the specific entry tax is ultra vires the constitution. Classification issues have been raised whereby, in view of the Company, the material proposed to be taxed not covered under the specific category. The amount under dispute as at March 31, 2009 was Rs. 1,020,873 thousand (March 31, 2008 - Rs. 44,829 thousand) included in Note 3 (b) above. h) DoT Demands i)
The Company has received demands from DoT pertaining to Bharti Broadband Limited (now merged with Bharti Airtel Limited) amounting to Rs. 50,563 thousand against which an appeal has been filed before Hon'ble TDSAT (included in note 3 (b) above). The erstwhile promoter of Bharti Broadband Limited has undertaken to reimburse the Company in the event of the claim being payable.
ii)
The Company has not been able to meet its roll out obligations fully due to certain non-controllable factors like Telecommunication Engineering Center testing, Standing Advisory Committee of Radio Frequency Allocations clearance, non availability of spectrum, operational hazards, etc. The Company has received show cause notices from DoT for 14 of its circles for non-fulfillment of its roll out obligations. The Company is confident that this show cause notice would not result into liability.
BHARTI AIRTEL ANNUAL REPORT 2008-09
g) Entry tax
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i)
Access charges/Port Charges The Company has several claims from BSNL relating to transit charges, access charges (pre-IUC period) and Non-CLI calls. These claims are under litigation at various forum or at stages of mutual discussion for settlement. Pending settlement of these claims, the Company has disclosed the related amount as contingent liability. The management believes that the outcome of these contingencies would not result into any liability. Accordingly, no amounts have been accrued although some have been paid under protest.
j)
Others Others mainly include disputed demands for consumption tax, disputes before consumer forum and with respect to labour cases and a potential claim for liquidated damages. The management believes that, based on legal advice, the outcome of these contingencies will be favourable and that a loss is not probable. No amounts have been paid or accrued towards these demands.
k)
Bharti Mobinet Limited ('BMNL') litigation Bharti Airtel is currently in litigation with DSS Enterprises Private Limited (DSS) (0.34 per cent equity interest in erstwhile Bharti Cellular Limited (BCL)) for an alleged claim for specific performance in respect of alleged agreements to sell the equity interest of DSS in erstwhile BMNL to Bharti Airtel. The case filed by DSS to enforce the sale of equity shares before the Delhi High Court had been transferred to District Court and was pending consideration of the Additional District Judge. This suit was dismissed in default on the ground of non-prosecution. DSS had filed an application for restoration of the suit but has subsequently withdrawn the restoration application. In respect of the same transaction, Crystal Technologies Private Limited ('Crystal'), an intermediary, has initiated arbitration proceedings against the Company demanding Rs. 194,843 thousand included in Note 3 (b) above regarding termination of its appointment as a consultant to negotiate with DSS for the sale of DSS stake in erstwhile BMNL to Bharti Airtel. DSS has also filed a suit against a previous shareholder of BMNL and Bharti Airtel challenging the transfer of shares by that shareholder to Bharti Airtel. The suit was subsequently dismissed as frivolous, which has been appealed to in the Delhi High Court by DSS and subsequently transferred to District Court. DSS has also initiated arbitration proceedings seeking direction for restoration of the cellular license and the entire business associated with it including all assets of BCL/BMNL to DSS or alternatively, an award for damages. An interim stay has been granted by the Delhi High Court with respect to the commencement of arbitration proceedings. The liability, if any, of Bharti Airtel arising out of above litigation cannot be currently estimated. Since the amalgamation of BCL and erstwhile Bharti Infotel Limited (BIL) with Bharti Airtel, DSS, a minority shareholder in BCL, has been issued 2,722,125 equity shares of Rs. 10 each bringing the share of DSS in Bharti Airtel down to 0.14% as at March 31, 2009. The management believes that, based on legal advice, the outcome of these contingencies will be favourable and that a loss is not probable. Accordingly, no amounts have been accrued or paid in regard to this dispute.
4.
Export Obligation Bharti Airtel has obtained licenses under the Export Promotion Credit Guarantee ('EPCG') Scheme for importing capital goods at a concessional rate of customs duty against submission of bank guarantee and bonds. Under the terms of the respective schemes, the Company is required to export goods of FOB value equivalent to, or more than, five times the CIF value of imports in respect of certain licenses and eight times the duty saved in respect of licenses where export obligation has been refixed by the order of Director General Foreign Trade, Ministry of Finance, as applicable within a period of eight years from the import of capital goods. The Export Promotion Capital Goods Scheme, Foreign Trade Policy 2004-2009 as issued by the Central Government of India, covers both manufacturer exporters and service providers. Accordingly, in accordance with Clause 5.2 of the Policy, export of telecommunication services would also qualify. Accordingly, the Company was required to export goods and services of FOB value of Rs. 2,596,473 thousand (March 31, 2008 Rs. 1,087,184 thousand).
5.
a)
Estimated amount of contracts to be executed on capital account and not provided for (net of advances) Rs. 29,526,399 thousand (March 31, 2008- Rs. 63,603,778 thousand).
b) Under the IT Outsourcing Agreement, the Company has commitments to pay Rs. 7,563,213 thousand (March 31, 2008 Rs. 8,009,806 thousand).
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6.
Employee benefits a)
During the year, the Company has recognized the following amounts in the Profit & Loss Account Defined Contribution Plans (Rs. ‘000) Particulars
For the Year ended March 31, 2009
For the Year ended March 31, 2008
430,173 2,162 755
415,323 1,173 1,093
Employer’s Contribution to Provident Fund *@ Employer’s Contribution to Super annuation Fund # Employer’s Contribution to ESI *
* Included in Contribution to Provident and Other Funds (Refer Schedule 16) # Included in Salaries, Wages and Bonus (Refer Schedule 16) @ Includes Contribution to Defined Contribution Plan for Key Managerial Personnel (Refer Note 16 below) Defined Benefit Plans Gratuity liability and leave encashment liability are defined benefit obligations and are provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. For the year ended March 31, 2009 (Rs. ‘000) Particulars Funded
Gratuity # Unfunded
Total
Leave Encashment # Unfunded
Current service cost Interest cost Expected Return on plan assets Actuarial (gain)/loss Past service cost Curtailment and Settlement cost/(credit)
137,385 24,644 (4,864) 121,656 -
16,290 8,777 (30) (7,094) -
153,675 33,421 (4,894) 114,562 -
137,873 34,851 34,078 -
Net cost
278,821
17,943
296,764
206,802
Funded
Gratuity # Unfunded
Total
Leave Encashment # Unfunded
94,819 18,363 (4,768) 88,695 -
20,367 8,401 4 (13,666) -
115,186 26,764 (4,764) 75,029 -
190,667 27,491 81,103 -
197,109
15,106
212,215
299,261
For the Year ended March 31, 2008 (Rs. ‘000) Particulars Current service cost Interest cost Expected Return on plan assets Actuarial (gain) / loss Past service cost Curtailment and Settlement cost/(credit) Net cost
# Included in Salaries, Wages and Bonus (Refer Schedule 16)
For the year ended March 31, 2009 Particulars
Gratuity
Discount Rate Expected Rate of increase in Compensation levels -Ist Three Years -Thereafter Expected Rate of Return on Plan Assets Expected Average remaining working lives of employees (years)
7.50%
Leave Encashment 7.50%
15.00% 7.00% 7.50% 25.23 years
15.00% 7.00% NA 25.23 years
BHARTI AIRTEL ANNUAL REPORT 2008-09
b) The assumptions used to determine the benefit obligations are as follows :
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For the year ended March 31, 2008 Particulars
Gratuity
Discount Rate Expected Rate of increase in Compensation levels Expected Rate of Return on Plan Assets Expected Average remaining working lives of employees (years) c)
7.50% 7.00% 7.50% 25.85 years
Leave Encashment 7.50% 7.00% NA 25.85 years
Reconciliation of opening and closing balances of benefit obligations and plan assets For the year ended March 31, 2009
(Rs. ‘000)
Particulars Funded
Gratuity Unfunded
Total
Leave Encashment Unfunded
Change in projected benefit obligation (PBO) Projected benefit obligation at beginning of year Current service cost Interest cost Benefits paid Curtailment and Settlement cost Contribution by plan participants Past service cost Actuarial (gain)/loss
345,363 137,385 24,644 (4,937)
100,257 16,290 8,777 (84,228) 114,605
445,620 153,675 33,421 (84,228) 109,668
464,676 137,873 34,851 (193,843) 34,077
Projected benefit obligation at year end
502,455
155,701
658,156
477,634
Change in plan assets : Fair value of plan assets at beginning of year Expected return on plan assets Actuarial gain/(loss) Employer contribution Contribution by plan participants Settlement cost Benefits paid
65,247 4,894 (4,893) 10,634 -
-
65,247 4,894 (4,893) 10,634 -
-
Fair value of plan assets at year end
75,882
-
75,882
-
Net funded status of the plan
(426,573)
(155,701) (582,275)
(477,634)
Net amount recognized
(426,573)
(155,701) (582,275)
(477,634)
For the year ended March 31, 2008
(Rs. ‘000)
Particulars Funded
Gratuity Unfunded
Total
Leave Encashment Unfunded
112,093 356,850 20,367 115,186 8,401 26,764 (102,217) (123,475) 61,613 70,295
366,542 190,667 27,491 (201,127) 81,103
Change in projected benefit obligation (PBO) Projected benefit obligation at beginning of year Current service cost Interest cost Benefits paid Curtailment and Settlement cost Contribution by plan participants Past service cost Actuarial (gain)/loss
244,757 94,819 18,363 (21,258) 8,682
Projected benefit obligation at year end
345,363
100,257
445,620
464,676
Change in plan assets : Fair value of plan assets at beginning of year Expected return on plan assets Actuarial gain/(loss) Employer contribution Contribution by plan participants Settlement cost Benefits paid
63,526 4,764 (4,733) 23,219 (21,529)
-
63,526 4,764 (4,733) 23,219 (21,529)
-
-
Fair value of plan assets at year end
65,247
-
Net funded status of the plan
(280,116)
65,247
(100,257) (380,373)
(464,676)
Net amount recognized
(280,116)
(100,257) (380,373)
(464,676)
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d) The expected rate of return on plan assets was based on the average long-term rate of return expected to prevail over the next 15 to 20 years on the investments made by the LIC. This was based on the historical returns suitably adjusted for movements in long-term government bond interest rates. The discount rate is based on the average yield on government bonds of 20 years. e)
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
f)
The Company made annual contributions to the LIC of an amount advised by the LIC. The Company was not informed by LIC of the investments made by the LIC or the break-down of plan assets by investment type.
g) Estimated amounts of benefits payable within next year are Rs. 242,918 thousand (March 31, 2008 Rs. 220,206 thousand). h) The table below illustrates experience adjustment disclosure as per para 120 (n) (ii) of Accounting Standard 15, 'Employee Benefits'
Gratuity Particulars
Defined benefit obligation Plan assets Surplus / (deficit) Experience adjustments on plan liabilities Experience adjustments on plan assets
i)
Leave Encashment
For the year ended March 31, 2009
For the year ended March 31, 2008
For the year ended March 31, 2007
For the year ended March 31, 2009
For the year ended March 31, 2008
For the year ended March 31, 2007
658,156 75,881 (582,275)
445,620 65,247 (380,373)
356,849 63,526 (293,323)
477,634 (477,634)
464,676 (464,676)
366,542 (366,542)
(82,181)
(39,808)
41,650
(16,439)
(68,090)
36,970
(4,894)
(4,733)
393
-
-
-
Movement in provision for Deferred Incentive Plan (Rs. ‘000) Particulars
7.
For the year ended March 31, 2009
For the year ended March 31, 2008
Opening Balance Add: Addition during the year Less : Utilized during the year
103,172 463,797 96,721
218,042 107,708 222,578
Closing Balance
470,248
103,172
Investment in Joint Ventures/Jointly owned assets: Jointly owned assets The Company has participated in various consortiums towards supply, construction, maintenance and providing long term technical support with regards to following Cable Systems. The details of the same are as follows: Cable Project
SMW-4 AAG - Project EASSY - Project EIG - Project IMEWE- Project Unity - Project - Common Unity - Project - Light Up
Total Contribution
WDV as at March 31, 2009 (Rs. ‘000)
Share %
(Rs. ‘000)
Capital Work In Progress (Rs. ‘000)
2,514,188 1,212,110 29,753 550,389 1,157,698 323,939 40,541
331,727 1,212,110 29,753 550,389 1,157,698 323,939 40,541
1,763,754 -
10.76% 7.08% 1.11% 7.09% 12.79% 10% 13.91%
Joint Ventures b) The Company entered into a Joint Venture with 9 other overseas mobile operators to form a regional alliance called the Bridge Mobile Alliance incorporated in Singapore as Bridge Mobile Pte Limited. The principal activity of the venture is creating and developing regional mobile services and managing the Bridge Mobile Alliance Programme. The Company has invested USD 2,200 thousand, amounting to Rs. 92,237 thousand, in 2,200 thousand ordinary shares of USD 1 each which is equivalent to an ownership interest of 10.00% as at March 31, 2008 (March 31, 2007: USD 2,200 thousand, Rs. 92,237 thousand, ownership interest 10.00%)
BHARTI AIRTEL ANNUAL REPORT 2008-09
a)
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c)
The following represent the Company's share of assets and liabilities, and income and results of the joint venture. (Rs. ‘000) Particulars
As at March 31, 2009
As at March 31, 2008
(5,966) 9,901 -
(19,325) 11,603 -
6,711 76,508 7,154
68,541 4,417 11,955
Balance Sheet Reserve and surplus Fixed assets, (net) Investments Current assets Sundry Debtors Cash and bank Loans and advances Current liabilities and provisions
(Rs. ‘000) Particulars
For the year ended March 31, 2009
For the year ended March 31, 2008
17,244 -
14,245 1,478
14,876 5,845 (2,153) 4,536 (5,860)
11,732 8,751 (1,776) 3,982 (6,966)
Profit & Loss Account Service revenue Other income Expenses Operating expenses Selling, general and administration expenses Finance expenses/(income) Depreciation Profit/(Loss) 8.
During the year ended March 31, 2005 the Company issued USD 115,000,000 Zero Coupon Convertible Bonds due 2009 (the “FCCBs”). The FCCBs are convertible at any time on or after June 12, 2004 (or such earlier date as is notified to the holders of the FCCBs by the Issuer) up to April 12, 2009 by holders into fully paid equity shares with full voting rights with a par value of Rs. 10 each of the Issuer (“Shares”) at an initial Conversion Price (as defined in the “Terms and Conditions of the FCCBs”) of Rs. 233.17 per share with a fixed rate of exchange on conversion of Rs. 43.56 = USD 1.00. The Conversion Price is subject to adjustment in certain circumstances. The FCCBs could be redeemed, in whole or in part, at the option of the Issuer at any time on or after May 12, 2007 and prior to April 12, 2009, subject to satisfaction of certain conditions, at their “Early Redemption Amount” (as defined in the “Terms and Conditions of the FCCBs”) at the date fixed for such redemption if the “Closing Price” (as defined in the “Terms and Conditions of the FCCBs”) of the Shares translated into U.S. dollars at the “prevailing rate” (as defined in the “Terms and Conditions of the FCCBs”) for each of 30 consecutive “Trading Days” (as defined in the “Terms and Conditions of the FCCBs”), the last of which occurs not more than five days prior to the date upon which notice of such redemption is published, is greater than 120 per cent of the “Conversion Price” (as defined in the “Terms and Conditions of the FCCBs”) then in effect translated into U.S. dollars at the rate of Rs. 43.56 = USD 1.00. The FCCBs could also be redeemed in whole, and not in part, at any time at the option of the Issuer at their Early Redemption Amount if less than 5 per cent in aggregate principal amount of the FCCBs originally issued is outstanding. The FCCBs could also be redeemed in whole, at any time at the option of the Issuer at their Early Redemption Amount in the event of certain changes relating to taxation in India. The Issuer will, at the option of any holder of any FCCBs, repurchase at the Early Redemption Amount such FCCBs at such time as the Shares cease to be listed or admitted to trading on the NSE or upon the occurrence of a “Change of Control” (as defined in the "Terms and Conditions of the FCCBs") in respect of the Issuer. These FCCBs were listed in the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Company has during the year ended March 31, 2009, converted FCCBs equivalent to USD 500,000 into 93,408 equity shares of the Company at the option exercised by the bond holders which is as follows: Date of Allotment 2-Jun-08 Total
No. of shares allotted 93,408
FCCB value (USD) 500,000
93,408
500,000 www.reportjunction.com
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Before April 12, 2009 the Company has received notices for conversion of the FCCBs, equivalent to USD 350,000 convertible into 65,385 equity shares of the company. The balance FCCBs equivalent to USD 50,000 will be redeemed in US Dollars at 111.84% of their principal amount after completion of the statutory formalities. 9.
Rs. 3,424,931 thousand (March 31, 2008 Rs. 3,478,690 thousand) included under Current Liabilities, represents refundable security deposits received from subscribers on activation of connections granted thereto and are repayable on disconnection, net of outstanding, if any and security deposits received from channel partners. Sundry debtors are secured to the extent of the amount outstanding against individual subscribers by way of security deposit received from them.
10. As at March 31, 2009 2,090,245 equity shares (March 31, 2008 2,317,645 equity shares) of the Company are held by Bharti Tele-Ventures Employee's Welfare Trust issued at the rate of Rs. 51.36 per equity share fully paid up. 11. Sales and Marketing under Schedule 17 includes goodwill waivers which are other than trade discount, of Rs. 340,299 thousand (March 31, 2008 Rs. 286,177 thousand). 12. (a) Loans and advances in the nature of loans have been given to subsidiaries. Refer note 23 below for amount outstanding and maximum amount outstanding during the year. (b) Loan and advance in the nature of loan bearing nil interest given to Bharti Telemedia Limited Rs. 6,384,291 thousand. 13. Particulars of securities charged against secured loans taken by the Company are as follows : Particulars
Amount Outstanding (Rs. ’000)
Security Charges
Debentures 11.70%, 50 Non-convertible Redeemable Debentures of Rs. 10,000 thousand each repayment commencing from Dec 2009
Vehicle Loan From Bank Total
500,000
17,304
}
• First ranking pari passu charge on all present and future tangible movable and freehold immovable assets owned by Bharti Airtel Limited including plant and machinery, office equipment, furniture and fixtures fittings, spares tools and accessories • All rights, titles, interests in the accounts, and monies deposited and investments made there from and in project documents, book debts and insurance policies. Secured by Hypothecation of Vehicles of the company.
517,304
BHARTI AIRTEL ANNUAL REPORT 2008-09
Note : Following shall be excluded from Securities as mentioned above:a) Intellectual properties of Bharti Airtel. b) Investment in subsidiaries of Bharti Airtel. c) Licenses issued by DoT to provide various telecom services.
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14. Expenditure/Earnings in Foreign Currency (on accrual basis) : (Rs. ‘000) Particulars
For the year ended March 31, 2009
For the year ended March 31, 2008
Expenditure On account of : Interest Professional and Consultation Fees Travelling Roaming Charges (Incl. Commission) Membership and Subscription Staff Training and Others Network Services Annual Maintenance Bandwidth Charges Access Charges Software Marketing Upfront fee on borrowings Content Charges Charity and Donation Point of Presence Charges Directors Commission and Sitting Fees Agency Fees and Premium fees Listing Fees
1,999,983 122,323 1,773 2,860,862 14,277 63,827 915,886 502,434 1,144,713 11,890,341 26,031 25,956 74,907 3,098 17,801 100,601 5,662 59,794 32
1,689,932 444,809 2,392 2,407,908 16,134 29,143 309,442 332,433 1,099,062 10,351,147 55,358 10,284 154,128 73,903 8,664 -
Total
19,830,301
16,984,739
Earnings Roaming Revenue Billing Revenue Management Charges
4,892,441 13,173,828 27,285
2,934,558 12,445,764 -
Total
18,093,554
15,380,322
15. CIF Value of Imports : (Rs. ‘000) Particulars
Capital Goods Total
For the year ended March 31, 2009 33,833,931
For the year ended March 31, 2008 48,678,095
33,833,931
48,678,095
16. The aggregate managerial remuneration under section 198 of the Companies Act, 1956 to the directors (including managing director) is: (Rs. ‘000) Particulars
Whole-time directors Salary Contribution to Provident fund and other funds Reimbursements and Perquisites Performance Linked Incentive Total Remuneration payable to whole-time directors Non Whole-time directors Commission Sitting Fees Total amount paid /payble to non whole-time directors Total Managerial Remuneration
For the year ended March 31, 2009
For the year ended March 31, 2008
111,193 12,949 595 151,686 276,423
101,704 12,204 470 150,120 264,498
14,056 480 14,536 290,959
10,903 739 11,642 276,140
* As the future liability for Gratuity and Leave Encashment is provided on actual basis for the Company as a whole, the amount pertaining to Directors is not ascertainable and, therefore, not included above. www.reportjunction.com 5 Airtel main 98-148.p65
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Computation of Net Profit in accordance with Section 349 of the Companies Act, 1956, and calculation of Remuneration payable to Directors. (Rs. ‘000) Particulars
For the year ended March 31, 2009
For the year ended March 31, 2008
Net Profit before tax from ordinary activities Add: Remuneration to whole-time directors Add: Amount Paid to Non whole-time directors Add: Depreciation and Amortisation provided in the books * Add: (Profit)/Loss on Sales of Fixed Assets Add: Provision for doubtful debts and advances Less: Depreciation under Section 350 of the Companies Act,1956
81,615,367 276,423 14,536 33,850,990 (38,899) 2,684,358 33,850,990
69,725,423 264,498 11,642 34,326,534 32,075 1,172,833 34,326,534
Net Profit/(Loss) for the year Under Section 349 Maximum amount paid/payable to non whole-time directors Restricted to 1% Maximum Amount paid/payable to whole-time directors Restricted to 10%
84,551,785 845,518
71,206,471 712,065
8,455,179
7,120,647
290,959
276,140
Amount Paid / Payable to Directors
* The Company provides depreciation on Fixed Assets based on useful lives of assets that are lower than those implicit in Schedule XIV of the Companies Act, 1956. Accordingly the rates of depreciation followed by Company are higher than the minimum prescribed rate as per Schedule XIV. Remuneration paid/payable to director from subsidiary company Rs. 39,120 thousand (March 31, 2008 Nil). 17. Auditors Remuneration : (Rs. ‘000) Year ended March 31, 2009
Year ended March 31, 2008
Audit Fee* - As adviser, or in any other capacity, in respect of(i) taxation matters; (ii) company law matters; (iii) management services; and - in any other manner * - Reimbursement of Expenses *
38,888
24,150
150 Nil Nil 6,239 4,659
Nil Nil Nil 18,000 2,403
Total
49,936
44,553
* Excluding Service Tax
Sr No
Particulars
1
The principal amount and the interest due thereon[Rs. 871 thousand (March 31, 2008 – Rs. Nil)] remaining unpaid to any supplier as at the end of each accounting year The amount of interest paid by the buyer in terms of section 16 of the Micro Small and Medium Enterprise Development Act, 2006, along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year. The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under Micro Small and Medium Enterprise Development Act, 2006. The amount of interest accrued and remaining unpaid at the end of each accounting year; The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro Small and Medium Enterprise Development Act, 2006.
2
3
4 5
March 31, 2009
March 31, 2008
44,258
-
-
-
-
-
871
-
-
-
BHARTI AIRTEL ANNUAL REPORT 2008-09
18. Amounts due to micro, and small enterprises under Micro, Small and Medium Enterprises Development Act, 2006 aggregate to Rs. 44,258 thousand (March 31, 2008 - Rs. Nil) based on the information available with the Company and the confirmation received from the creditors till the year end. :
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19. Quantitative Information 2008-09 Particulars
Year ended
Purchases
March 31, 2008
Simcards (Refer Note 2 below) TDMA/PAMA VSATs Assembly sets (Refer Note 3 below) Internet Modem, Handsets Antennae and others (Refer Note 3 below)
Qty Nos. 28,638,046 -
Value (‘000) 548,788 2,453
-
17,366
Utilisation
Sales
(Refer note 1 below) (Refer note 4 below) 2008-09 2008-09 Qty Value Qty Value Nos. (‘000) Nos. (‘000) 78,966,688 1,835,243 79,757,550 1,618,471 73,899 63,324 -
568,607
960,285
- 1,010,678
2,869,427
2,692,473
Year ended
(Refer note 5 below) March 31, 2009 2008-09 Qty Value Qty Value Nos. (‘000) Nos. (‘000) 459 27,847,184 602,211 8,211 6,646 -
138,480
-
12,653
147,150
621,510
2007-08 Particulars
Year ended
Acquired Under
Purchases
Utilisation
Sales
Year ended
March 31, 2007
scheme of
(Refer note 1 below)
(Refer note 4 below)
(Refer note 5 below)
March 31, 2008
Amalgamation
Simcards (Refer Note 2 below) TDMA/PAMA VSATs Assembly sets (Refer Note 3 below) Internet Modem, Handsets Antennae & others (Refer Note 3 below)
2007-08
2007-08
2007-08
2007-08
Qty
Value
Qty
Value
Qty
Value
Qty
Value
Qty
Value
Qty
Value
Nos.
(‘000)
Nos.
(‘000)
Nos.
(‘000)
Nos.
(‘000)
Nos.
(‘000)
Nos.
(‘000)
21,317,524
464,994
-
884,522 48,862,562
800,728
-
37,795 28,638,046
548,788
-
3,761
-
9,390
-
-
478,145
- 56,183,084 6,510
-
229
-
3,817
-
7,885
-
1,468,945
-
1,120,187
-
14,395
2,353,696
1,924,732
268,711
-
81,077
-
387,583
2,453 17,366
568,607
(1) Includes cost transferred from Fixed Assets. (2) Excludes value of simcards issued free of cost. (3) The quantitative information for TDMA/PAMA VSATs, Assembly sets, Modems, handsets antennas and others has not been given since they constitute voluminous small items. (4) Utilisation includes internal utilisation. (5) Includes deferred revenue recognized during the year with respect to sim cards.
20. The details of investments required as per Schedule VI of the Companies Act 1956 are provided below: (a) Details of Investments held as at March 31, 2009 (Rs. ‘000) Particulars
Other than Trade (Unquoted)- Deposits & Bonds 7.30% REC Secured Bonds 7.16% Certificate of Deposit of Axis Bank Ltd 7.23% Certificate of Deposit of Kotak Bank Ltd 6.75% Certificate of Deposit of Allahabad Bank 7.59% Certificate of Deposit of Yes Bank 6.87% Certificate of Deposit of Punjab National Bank 6.87% Certificate of Deposit of Punjab National Bank 6% ICD with Rabo India Finance Limited
As at March 31, 2009 (No. of Units)
As at March 31, 2009 Cost
As at March 31, 2008 (No. of Units)
As at March 31, 2008 Cost
30 2,500 2,500 5,000 2,500 2,000 500 1
27,703 247,284 247,306 492,800 247,407 195,907 48,977 250,000
30 -
27,069 -
Total (A)
1,757,384
Other than trade (Unquoted) - Government Securities National Saving Certificate Deposits
18 -
Total (B)
1,800 35
27,069 18 -
1,835
Other than Trade (Quoted)- Mutual Funds and Bonds Birla Sun Life Medium Term Plan - Instl Growth 50,000,000 HDFC Liquid Fund - Premium Plan - Growth * 115,190,391 Principal Cash Management Fund Liquid Option Instl. 7,662,244 Prem. Plan - Growth ICICI Prudential Institutional Liquid Plan - Super Institutional Growth 143,331,889 Canara Robeco Floating Rate Short Term Fund Growth Fund 7,369,197 Templeton India Treasury Management Account Super 261,789 Institutional Plan - Growth TATA Floater Fund - Growth 31,654,324 Religare Liquid Fund - Super Institutional Growth 4,321,579 Birla Sun Life Cash Plus - Instl. Prem. - Growth 55,092,791
1,800 39 1,839
500,000 2,027,711 103,738
61,726,490 59,399,824
1,000,000 750,000
1,858,426 100,000 331,150
62,949,565 208,451
750,000 250,000
406,787 51,929 774,748
44,998,020 77,437,740
500,000 1,000,000
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(Rs. ‘000) Particulars
As at March 31, 2009 (No. of Units)
As at March 31, 2009 Cost
As at March 31, 2008 (No. of Units)
As at March 31, 2008 Cost
Fortis Money Plus Institutional Growth 3,824,517 UTI Money Market Fund - Growth Plan 93,850,910 DBS Chola Freedom Income STP-Inst.-Cum-Org 7,092,508 Reliance Liquidity Fund - Growth Option 22,651,083 Kotak Floater Long Term - Growth 63,860,748 ICICI Prudential Flexible Income Plan Premium - Growth 30,768,095 DWS Insta Cash Plus Fund - Super Institutional Plan - Growth 143,887,898 Tata Liquid Super High Inv. Fund - Appreciation 1,329,729 JP Morgan India Treasury Fund - Super Inst. Growth Plan 35,374,038 Religare Quarterly Interval Fund - Plan F - Growth 8,846,270 DWS Ultra Short Term Fund - Institutional Growth 19,683,683 JM High Liquidity Fund - Super Institutional Plan - Growth 37,944,996 Fidelity Ultra Short Term Debt Fund Super Institutional - Growth 31,284,742 UTI Liquid Cash Plan Institutional - Growth Option 707,797 Sundaram BNP Paribas Money Fund Super Inst. Growth 8,853,107 SBI Magnum Insta Cash Fund - Cash Option 5,264,874 Bharti Axa Liquid Fund - Super Institutional Plan - Growth 161,378 Bharti Axa Treasury Advantage Fund - Institutional Plan - Growth 83,861 Reliance Medium Term Fund - Retail Plan 47,904,440 Growth Plan - Growth Option Birla Sun Life Short Term Fund - Institutional Growth 8,688,053 IDFC Money Manager Fund - Treasury Plan 51,224,769 Super Inst Plan C - Growth Bharti Axa Short Term Income Fund - Institutional Plan- Growth 5,000,000 TATA Liquid Super High Inv. Fund 35,824 Tata Floating Rate Short Term Inst. Plan - Growth IDFC Liquidity Manager - Plus - Growth ING Liquid Fund Super Institutional - Growth Option HSBC Cash Fund - Institutional Plan - Growth Templeton Floating Rate Income Fund-Short Term Plan-Institutional Option - Growth Reliance Liquid Plus Fund - Institutional Option - Growth Plan Principal Floating Rate Fund - Fmp-Insti. Option - Growth Plan AIG India Liquid Fund - Super Institutional Growth AIG India Treasury Plus Fund Super Institutional Growth DBS Chola Liq Sup Inst. Plan - Cumulative HDFC Floating Rate Income Fund - Short Term Plan Wholesale Option - Growth IDFC Fixed Maturity Plan - Quarterly Series 25 - Growth HDFC Fmp 90D June 2008(Viii) (1) - Wholesale Plan Growth AIG Short Term Fund Institutional Growth Reliance Floating Rate Fund-Growth Plan - Growth Option Principal Floating Rate Fund Smp Inst. Option -Growh Plan -
50,010 2,303,180 100,016 300,000 885,867 500,000 1,641,502 2,155,140 401,304 100,000 201,571 522,072 351,982 1,018,788 162,170 102,353 164,279 83,861 867,940
16,516,913 37,488,847 95,466,305 43,166,002 563,236 -
200,000 500,000 1,000,000 450,113 750,000 -
88,044 531,230
-
-
50,000 56,208 -
145,637,182 647,789 20,726,591 58,741,982 41,583,846
1,850,000 750,000 250,000 750,000 500,000
-
1,043,485 11,934,834 479,316 15,634,166 26,903,175 11,018,378
1,139,373 152,007 500,000 163,246 300,000 150,522
-
25,000,000 25,000,000 50,000 78,972,723 39,462,053
250,000 250,000 50,000 1,000,000 500,000
18,792,006
15,705,261
TOTAL (A) + (B) + (C)
20,551,225
15,734,169 BHARTI AIRTEL ANNUAL REPORT 2008-09
Total (C)
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(b) Details of trade investment purchased and sold during the year Trade investment
Balance as on April 1, 2008 Units (Rs. ‘000)
Investment in Subsidiaries Bharti Hexacom Limited Bharti Infratel Limited * Bharti Telemedia Limied Bharti Aquanet Limited # Network i2i Limited Bharti Airtel Lanka (Private) Limited Bharti Airtel (Canada) Limited Bharti Airtel (Hongkong) Limited ** Bharti Airtel (Singapore) Private Limited** Bharti Airtel Holdings (Singapore) Pte Limited@ Bharti Airtel (UK) Limited** Bharti Airtel (US) Limited** Bharti Airtel Services Limited Investment in Joint Ventures Bridge Mobile Pte. Limited Investment in Associates Bharti Teleports Limited Others Investment in IFFCO JV Total Trade Investment
Purchased During the Year Units (Rs. ‘000)
166,501,980 5,207,748 8,498,000 50,000 82,181,703 499,950,000 4,080,000 40,902 2,500,000 261,549 9,000,000 5,316,039 100 - 525,596,320 100 4 1 26,333 4,959,479 1 20,139 750,000 1 1 87,609 123,662 200 508,971 100 100,000 1,000 -
Sale / Redemption Units
(Rs. ‘000)
509,880 2,049,411 1,106,553 13,003 -
2,500,000 -
261,549 -
2,200,000
92,237
-
-
-
-
-
-
1,470,000
14,700
-
-
100,000
50125
-
-
-
-
93,794,359
3,693,547
261,549
* Bonus shares alloted during the year. # Merged with Bharti Airtel Limited as on January 1, 2009 (Refer note 2 (b) on Schdule 22) ** Shares alloted during the year against share application money. @ Share Application Money (Pending allotment)
c)
In terms of the approval granted by the Central Government vide its letter No. 46/90/2009-CL-III dated April 21, 2009 under Section 211(4) of the Companies Act, 1956, the Company has been exempted from the requirement of the disclosure of the movement relating to purchase and sale of other than trade investments.
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21. The Company uses various premises on lease to install the equipment. A provision is recognized for the costs to be incurred for the restoration of these premises at the end of the lease period. It is expected that this provision will be utilized at the end of the lease period of the respective sites as per the respective lease agreements. The movement of Provision in accordance with AS-29 'Provisions, Contingent Liabilities and Contingent Assets' notified under Companies Accounting Standards Rules, 2006 ('as amended') , is given below: Site Restoration Cost: (Rs. ‘000) Particulars
Opening Balance Addition during the year Less : Transferred under the Scheme of Arrangement* Closing Balance
For the year ended March 31, 2009
For the year ended March 31, 2008
1,150,541 8,984 (882,872)
3,257,028 1,104,817 (3,211,304)
276,653
1,150,541
*Transferred to Bharti Infratel Limited as per the scheme of arrangement (Refer Note 2(b) on Schedule 22). 22. Information about Business Segments - Primary For the year ended March 31, 2009 (Rs. ’000)
Revenue Service Revenue/Sale of Goods and Other Income Inter Segment Revenue
Mobile Services
Telemedia Services
Enterprise Services Carriers
Enterprise Services Corporate
Others
274,918,524
30,930,923
24,186,244
11,152,729
361,850
Eliminations
Total
- 341,550,270
7,814,275
2,184,489
43,203,270
3,941,886
282,732,799
33,115,412
67,389,514
15,094,615
Results Segment Result, Profit/(Loss) Net Finance Expense/(Income)
63,994,377 -
8,149,339 -
25,698,802 -
5,772,574 -
(4,359,883) 17,639,842
-
99,255,209 17,639,842
Net Profit/(Loss)
63,994,377
8,149,339
25,698,802
5,772,574 (21,999,725)
-
81,615,367
-
-
-
9,173,614 (1,396,304) 358,731 (3,959,059)
-
9,173,614 (1,396,304) 358,731 (3,959,059)
5,772,574 (26,176,707)
-
77,438,385
Total Revenue
Provision for Tax - Current Tax -MAT Credit - Fringe Benefit Tax - Deferred Tax (Credit)/Charge Net Profit / (Loss) after tax
-
- (57,143,920)
-
361,850 (57,143,920) 341,550,270
63,994,377
8,149,339
25,698,802
Other Information Segment Assets Inter Segment Assets Deferred Tax Asset Advance Tax (Net of provision for tax)
218,751,570 121,698,562 -
50,331,323 16,848,857 -
65,566,906 82,145,831 -
12,184,072 140,100,735 - 486,934,606 17,542,894 458,805 (238,694,949) 3,271,103 3,271,103 894,226 894,226
Total Assets
340,450,132
67,180,180 147,712,737
29,726,966 144,724,869 (238,694,949) 491,099,935
Segment Liabilities Inter Segment Liabilities Total Liabilities Capital Expenditure Depreciation and amortisation
92,405,619 57,714,286
7,928,447 47,328,000
23,981,740 60,295,361
150,119,905
55,256,447
84,277,101
73,790,902 24,097,795
16,554,505 6,034,562
20,316,433 4,300,307
6,149,105 5,450,961
84,195,380 - 214,660,291 67,906,341 (238,694,949) -
11,600,066 152,101,721 (238,694,949) 214,660,291 3,014,407 1,593,395
334,392 (19,428,759) 448,558 (2,623,627)
94,581,880 33,850,990
BHARTI AIRTEL ANNUAL REPORT 2008-09
Reportable Segments
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For the year ended March 31, 2008 (Rs. ’000) Reportable Segments
Revenue Service Revenue/Sale of Goods and Other Income Inter Segment Revenue Total Revenue Results Segment Result, Profit/(Loss) Net Finance Expense/ (Income) Net Profit/(Loss) Provision for Tax - Current Tax - MAT Credit - Fringe Benefit Tax - Deferred Tax (Credit)/ Charge Net Profit/(Loss) after tax Other Information Segment Assets Inter Segment Assets Advance Tax (Net of provision for tax)
Mobile Services
Telemedia Services
Enterprise Services Carriers
Enterprise Services Corporate
Others
200,977,027
27,198,148
21,867,022
9,301,712
49,768
Eliminations
Total
- 259,393,677
5,053,513
1,201,863
21,541,899
3,343,008
206,030,540
28,400,011
43,408,921
12,644,720
55,388,152
6,136,197
11,600,696
5,059,857
(3,622,399)
-
74,562,503
-
-
-
-
4,837,080
-
4,837,080
55,388,152
6,136,197
11,600,696
5,059,857
(8,459,479)
-
69,725,423
-
-
-
-
8,835,340 (241,767) 372,293 (1,682,365)
-
8,835,340 (241,767) 372,293 (1,682,365)
55,388,152
6,136,197
11,600,696
5,059,857 (15,742,980)
-
62,441,922
181,196,798 63,944,556
41,143,736 3,415,183
50,326,079 51,267,864
-
-
-
- (31,140,283)
-
49,768 (31,140,283) 259,393,677
10,950,722 106,209,249 - 389,826,584 7,944,749 5,384,534 (131,956,886) -
119,902
-
119,902
Total Assets
245,141,354
44,558,919 101,593,943
Segment Liabilities Inter Segment Liabilities Deferred Tax Liability
128,198,487 20,828,994 -
7,386,028 33,088,439 -
19,741,133 42,213,069 -
5,938,551 611,767 -
25,628,669 - 186,892,868 35,214,617 (131,956,886) 638,684 638,684
Total Liabilities
149,027,481
40,474,467
61,954,202
6,550,318
61,481,970 (131,956,886) 187,531,552
83,653,965 25,857,327
11,063,082 5,475,156
13,664,122 3,316,891
6,521,552 1,029,786
Capital Expenditure Depreciation and amortisation
18,895,471 111,713,685 (131,956,886) 389,946,486
2,234,407 (20,047,820) 192,094 (1,544,720)
97,089,308 34,326,534
Segment Definitions Mobile Services – These services cover telecom services provided through cellular mobile technology wherein a subscriber is connected to the network through wireless equipment. The subscriber can freely roam around anywhere and stay connected wherever the wireless network coverage is available. Telemedia Services (formerly Broadband and Telephone Services) – These services are provided through wireline connectivity to the subscriber. The end-user equipment is connected through cables from main network equipment (i.e. switch) to subscriber's premises. Enterprise Services Carriers – The domestic and international long distance services are intermediary services provided to the service providers of cellular or fixed line services. Using these services, these other service providers route their long distance calls i.e. outside local boundaries of a city area. Enterprise Services Corporate – These services include internet services, broadband services, providing bandwidth and other network solutions to corporate customers. Other operations – These comprise the unallocated revenues, profits/(losses), assets and liabilities of the Group none of which constitutes a separately reportable segment. The corporate headquarters' expenses are not charged to individual segments. Notes: 1. Others represents the Unallocated Revenue, Profit/(Loss), Assets & Liabilities. 2. Segment results represents Profit/(Loss) before Finance Expenses and tax. 3. Capital expenditure pertains to gross additions made to fixed assets during the year. 4. Segment Assets include Fixed assets, Capital Work in Progress, Pre-operative Expenses pending allocation, Current Assets and Miscellaneous Expenditure to the extent not written off. 5. Segment Liabilities include Secured and Unsecured Loans, Current Liabilities and Provisions. 6. Inter segment Assets / Liabilities represent the inter segment account balances. 7. Inter segment revenues excludes the provision of telephone services free of cost among group companies. Others are accounted for on terms established by management on arm's length basis. These transactions have been eliminated in consolidation. 8. The accounting policies used to derive reportable segment results are consistent with those described in the "Significant Accounting Policies" note to the financial statements. Also refer Note 17 of Schedule 21. www.reportjunction.com 5 Airtel main 98-148.p65
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Information about Geographical Segment – Secondary The Company has operations within India as well as with entities located in other countries. The information relating to the Geographical segments in respect of operations within India, which is the only reportable segment, the remaining portion being attributable to others, is presented below : (Rs. ‘000) Particulars Segment Revenue from external customers based on geographical location of customers (including Other Income) Within India Others Carrying amount of Segment Assets by geographical location Within India Others Cost incurred during the year to acquire segment assets by geographical location Within India Others
As at March 31, 2009
As at March 31, 2008
320,749,835 20,800,435
243,338,746 16,054,931
341,550,270
259,393,677
475,762,581 15,337,354
382,554,995 7,391,491
491,099,935
389,946,486
84,385,721 10,196,159
94,254,007 2,835,301
94,581,880
97,089,308
Notes: 1. Others represents the unallocated revenue, assets and acquisition of segment assets of the Company. 2. Assets include Fixed Assets, Capital Work in Progress, Investments, Deferred Tax Asset, Current Assets and miscellaneous expenditure to the extent not written off. 3. Cost incurred to acquire segment assets pertain to gross additions made to Fixed Assets during the year. 23. Related Party Disclosures : In accordance with the requirements of Accounting Standards (AS) -18 on Related Party Disclosures, the names of the related parties where control exists and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management are: List of Related Parties: Key Management Personnel : Sunil Bharti Mittal Akhil Gupta Manoj Kohli Other Related Parties
Subsidiary Companies Bharti Hexacom limited Bharti Aquanet Limited (merged with Bharti Airtel Ltd w.e.f. January 1, 2009) Bharti Airtel (Services) Limited Bharti Telemedia Limited Bharti Airtel (USA) Limited Bharti Airtel Lanka (Private) Limited Bharti Infratel Lanka (Private) Limited Bharti Airtel (UK) Limited Bharti Airtel (Canada) Limited Bharti Airtel (Hongkong) Limited Bharti Infratel Limited Bharti Infratel Ventures Limited Network i2i Limited Bharti Airtel Holdings (Singapore) Pte Limited Bharti Airtel (Singapore) Private Limited
BHARTI AIRTEL ANNUAL REPORT 2008-09
Name of the Related Party and Relationship
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Entity having significant influence Singapore Telecommunications Limited Joint Venture/Joint Venture of Subsidiary Forum I Aviation Limited Indus Tower Limited Bridge Mobile Pte Limited Entities where Key Management Personnel exercises significant influence / Group Companies Comviva Technologies Limited (Formerly Bharti Telesoft Limited) Bharti Teletech Limited Bharti Tele-Ventures Employees Welfare Trust Bharti Wal-Mart Private Limited Bharti Enterprises Limited Bharti Retail Private Limited Bharti Foundation Bharti Electoral Trust Bharti Reatly Private Limited (Formerly Jasmine Projects Private Limited) Tamarind Projects Private Limited Bharti Telecom Limited Telecom (Seychelles) Limited Guernsey Airtel Limited Bharti Del Monte India Private Limited Primerose Projects Private Limited* Bharti AXA Life Insurance Co. Ltd Jersey Airtel Limited Centum Learning Limited (Formerly Bharti Learning System Limited) Jataayu Software Limited Bharti AXA General Insurance Co. Limited Bharti AXA Investment Managers Private Limited Bharti Teleports Limited
*Merged with Bharti Realty Private Ltd w.e.f January 9, 2008
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BHARTI AIRTEL ANNUAL REPORT 2008-09
Purchase of fixed assets/Bandwidth Sale of fixed assets Purchase of Investments (Mutual Fund) Sales of Investments (Mutual Fund) Rendering of services Receiving of services Management fee (including service tax) Fund transferred/includes expenses incurred on behalf of others Fund received/includes expenses incurred on behalf of Company Employee related transaction incurred on behalf of others Employee related transaction incurred on hehalf of Company Salary Donation Amount received on exercise of ESOP options Security deposit/Advances paid Security deposit/Advances received Loan to Related Party Subscription to share capital Interest received on fund transferred Closing balance Unsecured Loan Creditors Loans and Advances Debtors Closing Balance Maximum Loans and Advances outstanding during the year Guarnatess and Collaterals
Nature of transaction
Related Party Transaction for 2008-09
659,829 (74,510)
3,659,324 5,379 (1,228,856) (3,561,983) 527,121
-
-
7,058,362 849,829
-
-
-
80,629
76,306 -
3,374 546,892 1,063,575 76,306 546,892 987,269 546,892 1,063,575
-
(8,319)
343,062 266,820 4,212,618 1,722,565 2,490,053 4,212,618
2,611
-
(9,034,234) (3,214,358) 33,649
-
3,273,104
9,155,136
(60,269) 1,491,733
Bharti Airtel (USA) Limited -
Bharti Airtel (Services) Limited (7,073) 408
Bharti Hexacom Limited
1,775 -
13,093 986 (25,643) (27,418) 1,775 (25,643)
-
-
-
-
-
12,720 (35,280)
Bharti Airtel (UK) Limited -
3,570 -
225 7,409 3,570 3,839 7,409
-
-
-
-
-
3,751 -
-
(162) (162) 0 (162)
-
-
-
-
-
(162)
-
-
-
-
-
46,852 -
(10,555) 5
Bharti Infratel Limited
-
(95,700)
13,892
(158,089)
5,665,577
-
(50)
-
(40,701)
251,308
57,201 (16,539) (35,484,173)
-
Bharti Telemedia Limited
-
-
6,384,465 11,206,561 624,898 1,185
- 1,985,707 - 12,544,332 1,106,553 415,094 - (1,380,187) 6,356,874 1,355,506 - (1,380,187) (27,417) (675,696) - 6,384,291 2,031,202 - (1,380,187) 6,356,874 1,355,506
-
-
-
-
-
-
Bharti Bharti Bharti Airtel Bharti Airtel Airtel Holdings Airtel (Canada) (Hongkong) (Singapore) (Singapore) Limited Limited Limited Pte Limited - (1,427,039) -
-
-
-
-
-
(272,491)
2,471,450 -
-
2,471,450 2,049,411 65,455 2,471,450 (4,557,444) - (4,557,444) 2,471,450 2,471,450 (4,557,444)
-
-
-
-
-
-
Bharti Network Airtel Lanka i2i (Private) Limited Limited - (1,682,284) -
-
-
-
(33)
-
(46,241)
43,255
199 (80,282)
-
Bharti Aquanet Limited
(Rs. ‘000)
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Telecommunications
Telecom Limited
(34,753)
116 -
1,549,602 (816,584)
531,594 531,594 531,594 -
Maximum Loans and Advances outstanding during the year 9,078 Guarnatess and Collaterals -
-
-
Limited
Aviation
Forum I
-
Limited
Singapore
Bharti
Purchase of fixed assets/Bandwidth Sale of fixed assets Purchase of Investments (Mutual Fund) Sales of Investments (Mutual Fund) Rendering of services Receiving of services Management fee (including service tax) Fund transferred/includes expenses incurred on behalf of others Fund received/includes expenses incurred on behalf of Company Employee related transaction incurred on behalf of others Employee related transaction incurred on hehalf of Company Salary Donation Amount received on exercise of ESOP options Security deposit/Advances paid Security deposit/Advances received Loan to Related Party Subscription to share capital Interest received on fund transferred Closing balance 9,078 Unsecured Loan Creditors Loans and Advances 9,078 Debtors Closing Balance 9,078
Nature of transaction
Related Party Transaction for 2008-09
-
Limited
Towers
Indus
544,237 -
-
-
-
-
544,237 -
- (3,193,085) - (3,737,322) 544,237 - (3,193,085)
-
-
-
-
(15,074) (9,786,743)
-
Limited
Mobile Pte
Bridge
-
381 381 381
-
-
-
-
1,039 -
-
Limited
Private
Wal-Mart
Bharti Limited
Teletech
Bharti
-
(197,497) (197,497) (197,497)
-
-
(686) -
-
20,178 (690,394)
25,857 -
25,857 25,857 25,857
(53,600)
-
(5,737) 54 -
1,327
102,419 (43,984)
(16,346) (1,045,101) -
Limited
Technologies
Comviva
738 -
738 738 738
-
-
-
-
15,064 (12,434)
-
Limited
(Seychelles)
Telecom
611,418 -
611,418 611,418 611,418
242,591 (188,991)
-
-
-
(126,293)
-
Limited
Private
Realty
Bharti
10,160 -
10,160 10,160 10,160
-
-
-
-
4,165 -
-
Limited
Airtel
Guernsey
(Rs. ‘000)
-
-
-
-
-
14,622
-
-
Limited
Private
Projects
Tamarind
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-
(447) (1,034) -
BHARTI AIRTEL ANNUAL REPORT 2008-09
-
23,740 23,740
*Ceased to be joint Managing Director with effect from August 1, 2008
-
447 447
Closing Balance Maximum Loans and Advances outstanding during the year
Guarnatess and Collaterals
447 447 -
Closing balance Unsecured Loan Creditors Loans and Advances Debtors
23,740 23,740 -
-
-
-
23,887 (51)
-
-
-
(3,079) 103,079 -
-
-
-
107,364 107,364
107,364 107,364 -
(11,679) -
-
-
Bharti Bharti Bharti AXA Life Foundation Teleinsurance ventures Co. Ltd. Employee’s Welfate Trust
-
Bharti Del Monte India Private Limited
Purchase of fixed assets/Bandwidth Sale of fixed assets Purchase of Investments (Mutual Fund) Sales of Investments (Mutual Fund) Rendering of services Receiving of services Management fee (including service tax) Fund transferred/includes expenses incurred on behalf of others Fund received/includes expenses incurred on behalf of Company Employee related transaction incurred on behalf of others Employee related transaction incurred on hehalf of Company Salary Donation Amount received on exercise of ESOP options Security deposit/Advances paid Security deposit/Advances received Loan to Related Party Subscription to share capital Interest received on fund transferred
Nature of transaction
Related Party Transaction for 2008-09
-
31,672 31,672
31,672 31,672 -
(365) -
-
43,559 (477)
-
470 470
470 470 -
(166,370) (6,210) -
71
1,134 -
Jersey Bharti Airtel Enterprises Limited Limited
-
62,610 62,610
62,610 62,610 -
(1,036) -
5,859
Centum Learning Limited (Formerly Bharti Learning Systems Limited) 8 (207,551)
-
5,648 5,648
5,648 5,648 -
(3,936) 5,131 (8,248) -
13,694
15,871 -
Bharti Retail Private Limited
-
230 230
230 230 -
-
-
1,313 -
-
-
-
(634) -
-
-
-
-
-
-
- (1,210,027) 911,887 (10,076) -
Jataayu Bharti Bharti Software Axa General Axa Ltd Insurance Investment Co. Ltd Managers Private Limited
-
-
14,700 -
-
-
Bharti Teleports Limited
-
(110,000)
-
(7,933)
-
(7,989)
(7,933) (7,989) -
(110,000) -
(7,989)
(7,933)
-
-
25,958
-
Manoj Kohli
(Rs.’000)
(110,000)
21,489
-
Akhil Gupta*
228,977
-
Sunil Bharti Mittal
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(11,450)
(143,440) 3,338,780 1,876,253 1,462,527 3,338,780
Unsecured Loan Creditors Loans and Advances Debtors Closing Balance 1,937,346 339,749
-
-
Maximum Loans and Advances outstanding during the year Guarentees and Collaterals
-
(1,685) -
20,000
(11,450) (11,450)
-
135,134
990,327 990,327
(40,902) 990,327
-
-
25,740
(57,266) (1,169,076)
(1,790,346) 6,698
28,593 1,275,666
3,583,664
Bharti Airtel (Services) Limited (8,150) 5,700
(57,314) (2,166,532)
Bharti Aquanet Limited
(101,535) 443,597 2,725,095 (527,124)
Bharti Hexacom Limited
Purchase of fixed assets Sale of fixed assets Rendering of services Receiving of services Fund transferred/includes expenses incurred on behalf of others Fund received/includes expenses incurred on behalf of Company Employee related transaction incurred on behalf of others Employee related transaction incurred on hehalf of Company Salary Donation Amount received on exercise of ESOP options Purchase of shares of Subsidiary Companies Subscription to share capital Interest charged on funds transferred Closing balance
Nature of transaction
Related Party Transaction for 2007-08
342,912 -
342,912 342,912
(404,514) 342,912
-
-
-
(12,871)
56,760
Bharti Airtel (USA) Limited 308,901 (15,708)
-
(3,382) (3,382)
(31,773) (3,382)
-
-
-
-
904
Bharti Airtel (UK) Limited (4,286)
-
(240) (240)
(240)
-
-
-
(240)
-
-
-
(18,148) -
-
-
-
-
-
-
-
(20,139) -
-
-
-
-
-
Bharti Bharti Bharti Airtel Airtel Airtel (Canada) (Hongkong) (Singapore) Limited Limited Pvt. Limited -
-
-
890,531 17,345,093 545,310 4,055
864,000 1,091,484 26,531 890,531 1,091,484
- (335,115) 890,531 1,091,484
-
-
117
-(17,863,812) 25,486
(Rs. ‘000)
-
-
-
(527,604)
-
634,633 -
-
- (527,604) - (1,643,142) 634,633 634,633 (2,170,746)
634,633 (2,170,746)
-
-
-
(280)
634,913
-
110,279 110,279
(2,658,020) 110,279
-
-
-
(850,013)
79,265
Bharti Bharti Network Singapore Infratel Airtel Lanka i2i TeleLimited (Private) Limited communications Limited Limited (37,737) - (1,553,399) 939 1,164,107 (6,376,928) - (174,811) (1,960,328)
865,045 23,627,117
-
Bharti Telemedia Limited
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(27,131)
Receiving of services
-
Subscription to share capital
-
-
-
Guarantees and Collaterals
BHARTI AIRTEL ANNUAL REPORT 2008-09
-
outstanding during the year
Maximum Loans and Advances
(1,685)
Debtors
Closing Balance
-
Loan and Advances
(1,685)
Unsecured Loan
Creditors
(1,685)
Closing balance
580
-
Purchase of shares of Subsidiary Companies
Interest charged on funds transferred
-
Amount received on exercise of ESOP options
-
Donation
-
Salary
-
(5,800)
incurred on Behalf of Company
Employee related transaction
incurred on behalf of others
Employee related transaction
incurred on behalf of Company
Fund received/includes expenses
incurred on behalf of others
-
-
Rendering of services
Fund transferred/includes expenses
-
-
-
-
-
-
-
-
(48,474)
-
-
-
-
-
-
-
2,970
-
-
-
-
Limited
Limited
Sale of fixed assets
Bridge Mobile Pte
Forum I Aviation
Purchase of fixed assets
Nature of transaction
Related Party Transaction for 2007-08 Bharti
-
-
147
147
-
-
147
-
-
-
-
-
-
-
454
-
-
-
681
-
Bharti Limited
Teletech
-
3,252
3,252
-
3,252
-
3,252
-
-
-
-
-
-
-
-
-
-
(556,707)
4,524
-
-
-
(50,515)
-
-
(50,515)
(50,515)
-
-
-
-
-
-
-
-
(77)
53,607
(89,785)
5,939
-
(14,179) (1,543,689)
Limited
Limited
-
logies
Techno-
Comviva
Private
Wal-Mart
-
523,791
523,791
523,791
-
523,791
-
-
-
-
-
-
(440)
1,222
-
189,122
(52,486)
-
-
-
Limited
Private
Projects
Jasmine
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(8,666)
-
-
-
Limited
Private
Projects
Tamarind
Bharti
-
-
-
-
-
-
-
-
-
-
-
104,441
-
-
-
-
-
-
-
-
-
dation
-
12,900
13,015
115
12,900
-
13,015
-
-
-
-
-
-
(15,873)
-
(36,586)
3,263
-
31
15,642
-
Limited
Foun- Enterprises
Bharti
-
-
(3,197)
(3,197)
-
-
(3,197)
-
-
-
-
-
-
(10,463)
5,085
(1,994)
1,998
-
202
-
-
Limited
Private
Retail
Bharti
Bharti
-
-
-
-
-
-
-
-
-
-
-
200,000
-
-
-
-
-
-
-
Employees’
Ventures
Tele-
Bharti
Bharti
-
-
-
-
-
-
-
-
-
Limited
tech
Venture-
-
119,043
119,043
-
119,043
-
119,043
-
-
-
-
-
-
-
-
-
-
- (2,658,020)
(14,750)
-
-
-
-
-
-
-
-
Welfare Trust
Trust
Electoral
-
-
-
-
-
-
-
-
-
-
-
-
32,087
-
-
-
-
-
-
Kohli
Manoj
(Rs. ‘000)
24. Operating lease - As a Lessee The lease rentals charged during the year for cancelable/non-cancelable leases relating to rent of building premises and cell sites as per the agreements and maximum obligation on long-term non-cancelable operating leases are as follows: (Rs. ‘000) Particulars
As at March 31, 2009
As at March 31, 2008
34,257,208
11,648,029
Obligations on non cancelable leases : Not later than one year Later than one year but not later than five years Later than five years
30,102,470 75,778,742 136,829,016
9,371,291 38,693,887 105,693,775
Total
242,710,228
153,758,953
Lease Rentals
The escalation clause includes escalation at various periodic levels ranging from 0 to 50%, includes option of renewal from 1 to 99 years and there are no restrictions imposed on lease arrangements. Operating Lease – As a Lessor i)
The Company has entered into a non-cancelable lease arrangement to provide approximately 100,000 Fiber pair kilometers of dark fiber on indefeasible right of use (IRU) basis for a period of 18 years. The lease rental receivable proportionate to actual kilometers accepted by the customer is credited to the Profit and Loss Account on a straight - line basis over the lease term. Due to the nature of the transaction, it is not possible to compute gross carrying amount, depreciation for the year and accumulated depreciation of the asset given on operating lease as at March 31, 2009 and accordingly, disclosures required by AS 19 is not provided.
ii)
The future minimum lease payments receivable are:
Future minimum lease payments received are Particulars Not later than one year Later than one year but not later than five years Later than five years Total
(Rs. ‘000) As at March 31, 2009
As at March 31, 2008
164,081 481,121 554,772
7,802 51,891 -
1,199,974
59,693
25. Finance Lease - as a Lessee The Company entered into a composite IT outsourcing agreement, whereby the vendor supplied fixed assets and IT related services to the Company. Based on the risks and rewards incident to the ownership, the fixed asset and liability are recorded at the fair value of the leased assets at the time of receipt of the assets, since it is not possible for the Company to determine the extent of fixed assets and services under the contract at the inception of the contract. These assets are depreciated over their useful lives as in the case of the Company's own assets. Since the entire amount payable to the vendor towards the supply of fixed assets and services during the year is accrued, the disclosures as per AS 19 are not applicable. There are no restrictions imposed on lease arrangements.
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26. The breakup of net Deferred Tax Asset/(Liability) as on March 31, 2009 is as follows: (Rs. ‘000) Particulars
As at March 31, 2009
As at March 31, 2008
4,116,922
3,120,885
(7,063,454)
(4,969,269)
1,406,883
546,980
4,892,398
695,095
(79,772)
(32,375)
(1,874)
-
3,271,103
(638,684)
Deferred Tax Assets/(Liabilities) arising from : (i) Provision for doubtful debts/advances charged in financial statement but allowed as deduction under the Income Tax Act in future years (to the extend considered realisable) (ii) Depreciation claimed as deduction under the Income Tax Act but chargeable in the financial statements in future years (iii) Other expenses claimed as deduction in the financial statement but allowed as deduction under Income Tax Act in future year on actual payment (Net) (iv) Foreign exchange fluctuation and MTM losses charged in financial statement but allowed as deduction under the Income Tax Act in future years (by way of depreciation and actual realisation, respectively) (v) Less: Transfer under the Scheme of Arrangement (Refer Note 2(b) of Schedule 22) (vi) Add: Acquired under the Scheme of Merger (Refer Note 2(b) of Schedule 22) Net Deferred Tax Assets/(Liabilities)
The tax impact for the above purpose has been arrived at by applying a tax rate of 33.99% being the substantively enacted tax rate for Indian companies under the Income Tax Act, 1961. 27. Employee stock compensation (i) Pursuant to the shareholders' resolutions dated February 27, 2001 and September 25, 2001, the Company introduced the "Bharti Tele-Ventures Employees' Stock Option Plan" (hereinafter called "the Old Scheme") under which the Company decided to grant, from time to time, options to the employees of the Company and its subsidiaries. The grant of options to the employees under the ESOP Scheme is on the basis of their performance and other eligibility criteria. (ii) On August 31, 2001 and September 28, 2001, the Company issued a total of 1,440,000 equity shares at a price of Rs 565 per equity share to the Trust. The Company issued bonus shares in the ratio of 10 equity shares for every one equity share held as at September 30, 2001, as a result of which the total number of shares allotted to the trust increased to 15,840,000 equity shares. (iii) Pursuant to the shareholders' further resolution dated September 6, 2005, the Company announced a new Employee Stock Option Scheme (hereinafter called "the New Scheme") under which the maximum quantum of options was determined at 9,367,276 options to be granted to employees from time to time on the basis of their performance and other eligibility criteria. (iv) All above options are planned to be settled in equity at the time of exercise and have maximum period of 7 years from the date of respective grants. The plans existing during the year are as follows: a)
2001 Plan under the Old Scheme
Vesting period from the grant date
Vesting schedule
For options with a vesting period of 36 months:
On completion of 12 months On completion of 24 months On completion of 36 months
20% 30% 50%
For options with a vesting period of 42 months:
On On On On
completion completion completion completion
of of of of
12 18 30 42
months months months months
15% 15% 30% 40%
For options with a vesting period of 48 months:
On On On On
completion completion completion completion
of of of of
12 24 36 48
months months months months
10% 20% 30% 40%
BHARTI AIRTEL ANNUAL REPORT 2008-09
The options under this plan have an exercise price of Rs 22.50 per share and vest on a graded basis as follows:
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b) 2004 Plan under the Old Scheme. The options under this plan have an exercise price of Rs. 70 per share and vest on a graded basis as follows: Vesting period from the grant date For options with a vesting period of 48 months:
c)
On On On On
completion completion completion completion
of of of of
12 24 36 48
Vesting schedule
months months months months
10% 20% 30% 40%
Super-pot Plan under the Old Scheme The options under this plan have an exercise price of Rs. Nil per share and vest on a graded basis as follows:
For options with a vesting period of 36 months:
Vesting period from the grant date
Vesting schedule
On completion of 12 months On completion of 24 months On completion of 36 months
30% 30% 40%
d) 2006 Plan under the Old Scheme The options under this plan have an exercise price of Rs. 10 per share and vest on a graded basis from the effective date of grant as follows:
For options with a vesting period of 48 months: e)
Vesting period from the grant date
Vesting schedule
On completion of 36 months On completion of 48 months
50% 50%
2005 Plan under the New Scheme The options under this plan have an exercise price in the range of Rs. 221 to Rs. 922 per share and vest on a graded basis from the effective date of grant as follows: Vesting period from the grant date
For options with a vesting period of 48 months:
f)
On On On On
completion completion completion completion
of of of of
12 24 36 48
Vesting schedule
months months months months
10% 20% 30% 40%
2008 Plan and Annual Grant Plan (AGP) under the New Scheme The options under this plan have an exercise price in the range of Rs. 590 to Rs. 673 per share and vest on a graded basis from the effective date of grant as follows:
For options with a vesting period of 36 months:
2008 Plan
AGP
Vesting period from the grant date
Vesting schedule
Vesting schedule
On completion of 12 months On completion of 24 months On completion of 36 months
25% 35% 40%
33% 33% 33%
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(v) The information concerning stock options granted, exercised, forfeited and outstanding at the year-end is as follows: (Shares in Thousands)
As of March 31, 2009 Number of Weighted Weighted stock average average options exercise remaining price (Rs.) contractual life (in Years)
As of March 31, 2008 Number Weighted Weighted of stock average average options exercise remaining price (Rs.) contractual life (in Years)
2001 Plan Number of shares under option: Outstanding at beginning of year Granted Exercised* Cancelled or expired Outstanding at the year end Exercisable at end of year Weighted average grant date fair value/ exercise price per option for options granted during the year/period at less than market value
37 11 7 19 19 -
22.50 22.50 22.50 0.00 to 3.25 22.50
131 44 50 37 37
-
-
22.50 22.50 22.50 0.25 to 4.25 22.50 -
2004 Plan Number of shares under option: Outstanding at beginning of year Granted Exercised* Cancelled or expired Outstanding at the year end Exercisable at end of year Weighted average grant date fair value/ exercise price per option for options granted during the year/period at less than market value
478 189 289 289
70.00 70.00 70.00 1.76 to 2.25 70.00
755 207 70 478 478
70.00 70.00 70.00 2.76 to 3.25 70.00
-
-
-
-
6 6 6
-
25 17 2 6 6
-
-
-
-
-
1,251 300 17 141 1,393 -
10.00 10.00 10.00 -
526.50
300.47
645.14
474.60 -
3,020 1,863
287.66 851.47
Superpot Plan Number of shares under option: Outstanding at beginning of year Granted Exercised* Cancelled or expired Outstanding at the year end Exercisable at end of year Weighted average grant date fair value/ exercise price per option for options granted during the year/period at less than market value
2.25
3.25
Number of shares under option: Outstanding at beginning of year Granted Exercised* Cancelled or expired Outstanding at the year end Exercisable at end of year
1,393 130 18 300 1,205 34
Weighted average grant date fair 130.47 value/exercise price per option for options granted during the year/period at less than market value
10.00 10.00 10.00 10.00 5.07 to 5.35 10.00
Scheme 2005 Number of shares under option: Outstanding at beginning of year Granted
3,841 -
5.58
BHARTI AIRTEL ANNUAL REPORT 2008-09
2006 Plan
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(Shares in Thousands)
As of March 31, 2009 Number of Weighted Weighted stock average average options exercise remaining price (Rs.) contractual life (in Years)
Exercised Cancelled or expired Outstanding at the year end Exercisable at end of year Weighted average grant date fair value/ exercise price per option for options granted during the year/period at less than market value
239 603 2,999 938
268.16 474.60 3.44 to 5.92 474.60
As of March 31, 2008 Number Weighted Weighted of stock average average options exercise remaining price (Rs.) contractual life (in Years) 249 793 3,841 289
249.51 474.60 4.44 to 6.92 474.60
-
-
1,863
345.79
3,108 211 2,897 -
660.72 662.44 -
-
-
3,108
308.87
-
-
Scheme 2008 & Annual Grant Plan Number of shares under option: Outstanding at beginning of period Granted Exercised Cancelled or expired Outstanding at period end Exercisable at end of period Weighted average grant date fair value/exercise price per option for options granted during the year/period at less than market value
-
*Options have been exercised out of the shares issued to the trust The weighted average share price during the year was Rs. 733.62 (vi) The fair value of the options granted was estimated on the date of grant using the Black-Scholes/Lattice valuation model with the following assumptions
Particulars Risk free interest rates Expected life Volatility Dividend yield Wtd average share price on the date of grant
For the year ended March 31, 2009
For the year ended March 31, 2008
4.45% to 9.70% 48 to 60 months 36.23% to 41.39% 0.00% 616.80 to 832.55
6.45% to 8.25% 48 to 66 months 40.09% to 41.33% 0.00% 719.95 to 946.90
The volatility of the options is based on the historical volatility of the share price since the Company's equity shares became publicly traded, which may be shorter than the term of the options. (vii) The balance of deferred stock compensation as on March 31, 2009 is Rs. 824,092 thousand (March 31, 2008 Rs. 687,353 thousand) and total employee compensation cost recognized for the year then ended is Rs. 646,967 thousand (March 31, 2008 Rs. 324,500 thousand). 28. Earnings per share: (Basic & Dilutive) Particulars Nominal value of equity shares (Rs.) Weighted average number of equity shares outstanding during the year Dilutive effect on weighted average number of equity shares outstanding during the year* Weighted average number of equity shares and equity equivalent shares for computing Diluted EPS
As at March 31, 2009
As at March 31, 2008
10
10
1,898,105,039
1,897,378,958
565,047
1,549,696
1,898,670,086
1,898,928,654
* Diluted effect on weighted average number of equity shares and profit attributable is on account of Foreign Currency Convertible Bonds and Employee Stock Option Plan (ESOP). www.reportjunction.com 5 Airtel main 98-148.p65
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29. Forward Contracts & Derivative Instruments The Company's activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. The Company uses derivative financial instruments such as foreign exchange contracts, Option contracts and interest rate swaps to manage its exposures to interest rate and foreign exchange fluctuations. The following table details the status of the Company’s exposure as on March 31, 2009: (Rs. ’000) S. No. Particulars A
B
For a) b) c)
Loan related exposures* Forwards Options Interest Rate Swaps
Total For Trade related exposures* a) Forwards b) Options Total
C D E
Unhedged foreign currency borrowing Unhedged foreign currency payables Unhedged foreign currency receivables
Notional Value (March 31, 2009)
Notional Value (March 31, 2008)
58,581,419 16,087,384 12,572,404
47,865,985 13,566,374 20,181,708
87,241,206
81,614,067
5,347,203 534,975
3,197,778 2,687,125
5,882,178
5,884,903
34,834,314 28,273,925 -
25,052,788 12,951,335 -
* All derivatives are taken for hedging purposes only and trade related exposure includes hedges taken for forecasted receivables. The Company had followed the accounting policy to adjust foreign exchange fluctuation on loans/liability for fixed assets till June 30, 2008, as per the requirement of Schedule VI of the Companies Act, 1956 based on a legal advice. During the period, effective April 1, 2008, the Company has adopted the treatment prescribed in Accounting Standard (AS-11) "Effect of Changes in Foreign exchange Rates" notified under Companies (Accounting Standard) Rules 2006 ('as amended') dated December 7, 2006. Instead of capitalizing/decapitalizing such fluctuation, as per policy hitherto followed, the Company has, with effect from the April 1, 2008, charged/ credited such fluctuations directly to the Profit & Loss Account. Had the Company continued with its earlier policy, net profit after tax would have been higher by Rs. 12,550,657 thousand for year ended March 31, 2009 (lower by Rs. 2,923,206 thousand for the year ended March 31, 2008), and net fixed assets would have been higher by Rs. 16,359,617 thousand and deferred tax asset would have been lower by Rs. 3,562,639 thousand. The Company has accounted for derivatives, which are covered under the Announcement issued by the ICAI, on marked-to-market basis and has recorded reversals of losses for earlier period of Rs. 1,835,399 thousand for the year ended March 31, 2009 (including reversal of losses recognised in earlier periods Rs. 1,230,080 thousand towards embedded derivatives) (March 31, 2008 recorded Marked to Market loss of Rs. 2,044,991 thousand (including loss of Rs 1,230,080 thousand towards embedded derivatives).
31. The Board of Directors recommended a final dividend of Rs. 2.00 per equity share of Rs. 10.00 each (20% of face value) for financial year 2008-09. The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. 32. The Company has undertaken to provide financial support, to its subsidiaries Bharti Airtel Services Limited, Bharti Airtel (USA) Limited, Bharti Airtel (Canada) Limited, Bharti Airtel Hongkong Limited, Bharti Infratel Ventures Limited, Bharti Telemedia Limited, Bharti Airtel (Singapore) Private Limited, Bharti Airtel Holdings (Singapore) Pte Limited and Bharti Airtel (UK) Limited. 33. Previous year figures have been regrouped/reclassified where necessary to conform to current year's classification.
BHARTI AIRTEL ANNUAL REPORT 2008-09
30. The Board of directors in its meeting held on April 29, 2009 have approved sub-division (share split) of existing equity shares of Rs. 10 each into 2 equity shares of Rs. 5 each, subject to the approval of its shareholders.
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Balance Sheet Abstract and Company’s General Business Profile I
Registration Details Registration No.
7 0 6 0 9
Balance Sheet Date II
State Code
5 5
3 1 - 0 3 - 2 0 0 9
Capital raised during the year (Amount in Thousands) Public Issue
Rights Issue N I L
N I L
Bonus Issue
Private Placement N I L
III
N I L
Position of mobilisation and deployment of funds (Amount in Thousands)
Sources of funds
Application of funds
Total Liabilities 3 5 3 5 7 6 1 1 5 Paid up Capital 1 8 9 8 2 3 9 8 Secured Loans 5 1 7 3 0 4
Total Assets 3 5 3 5 7 6 1 1 5 Reserves & Surplus 2 5 6 2 9 5 0 7 4 Unsecured Loans 7 6 6 1 9 1 6 7
Share Application Money Pending Allotment 2 9 3 3
Deffered Tax Liabilities (Net)
Net Fixed Assets 2 7 5 8 0 0 2 7 8
Investments 1 1 7 7 7 7 5 8 2
1 1 5 9 2 3 9
Net Current Assets ( 4 3 2 7 3 7 2 1 )
Micscellaneous Expenditure 8 7 3
Deferred Tax (Net) 3 2 7 1 1 0 3 IV
V
Performance of the Company (Amount in Thousands) Turnover 3 4 0 1 4 2 9 0 2
Total Expenditure 2 5 9 9 3 4 9 0 3
Profit / (Loss) Before Tax 8 1 6 1 5 3 6 7 Earning per Share in Rs. 4 0 . 8 0
Profit / (Loss) After Tax 7 7 4 3 8 3 8 5 Dividend Rate 2 0%
Generic names of three principal products / services of the company (as per monetary terms) Item code No. (ITC code)
NO T A P P L I C A B L E
Product Description
BASIC AND CELLULAR TELEPHONE SERVICES, BROAD-BAND & LONG DISTANCE COMMUNICATION SERVICES For and on behalf of the Board
Place : New Delhi Date : April 29, 2009
Sunil Bharti Mittal Chairman and Managing Director
Manoj Kohli CEO & Joint Managing Director
Srikanth Balachander Chief Financial Officer
Vijaya Sampath Group General Counsel & Company Secretary www.reportjunction.com
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17
Consolidated Financial Statements with Auditors’ Report Auditors’ Report to The Board of Directors of Bharti Airtel Limited
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. We report that consolidated financial statements have been prepared by the Group in accordance with the requirement of the Accounting Standards (AS) 21, Consolidated Financial Statements, Accounting Standard (AS) 27, Financial Reporting of Interest in Joint Ventures and Accounting Standards (AS) 23, Accounting for Investments in Associates in Consolidated Financial Statements as notified pursuant to the Companies (Accounting Standards) Rules, 2006 (as amended). In respect of the consolidated financial statements, we did not audit the financial statements of a joint venture, included herein with the Company’s share of total assets as at March 31, 2009 of Rs. 23,842,291 thousands
and net revenue and loss for the year then ended of Rs. 8,929,186 thousands and Rs. 726,254 thousands, respectively. These financial statements and other financial information have been audited by other auditors whose report has been furnished to us, and our opinion on the year to date results, to the extent they have been derived from such financial statements is based solely on the report of such other auditors. 4. Based on our audit and on consideration of report of other auditors on the separate financial statements and on the other financial information of the Joint Venture and to the best of our information and according to the explanation given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principle generally accepted in India: a) in case of the consolidated balance sheet, of the state of affair of the Group as at March 31, 2009; b) in case of the consolidated profit and loss account, the profit for the year ended on that date; and c) in case of the consolidated cash flow statement, of the cash flows for the year ended on that date.
For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No.: 93283 Place : New Delhi Date : April 29, 2009
BHARTI AIRTEL ANNUAL REPORT 2008-09
1. We have audited the attached Consolidated Balance Sheet of Bharti Airtel Limited (’the Company) and its subsidiaries, joint ventures and associate [together referred to as the ‘the Group’ as described in Note 3 on schedule 21] as at March 31, 2009 and also the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
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Consolidated Balance Sheet as at March 31, 2009 Particulars
Schedule No.
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
18,982,398 2,933
18,979,074 12,318
SOURCES OF FUNDS Shareholder’s Funds Share Capital Share Application Money Pending Allotment Employee Stock Options Outstanding Less: Deferred Stock Compensation (Refer Note 22 on Schedule 21 and Note 19 on Schedule 22) Reserves and Surplus Loan Funds Secured Loans Unsecured Loans Deferred Tax Liability (Net) (Refer Note 14 on Schedule 21 and Note 18 on Schedule 22) Minority Interest (Refer Note 2 on Schedule 21 and Note 9 on Schedule 22) Total
1 2,901,620 1,495,823
1,405,797
1,251,370 687,353
564,017
2
270,888,116
197,688,417
3 4
14,287,304 120,884,165
582,598 95,434,870
– 12,297,540
2,729,149 10,142,236
438,748,253
326,132,679
5
586,616,050 147,129,637 439,486,413 41,436,526 480,922,939
423,224,108 97,729,655 325,494,453 35,699,610 361,194,063
6
23,489,524 292,978
48,097,075 –
962,676 28,997,771 27,659,715 1,552,235 60,534,722 119,707,119
1,142,295 28,398,245 7,034,067 1,004,881 27,486,641 65,066,129
168,621,781 17,043,399 185,665,180 (65,958,061)
141,323,352 6,903,270 148,226,622 (83,160,493)
APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block Capital Work-in-Progress Investments Deferred Tax Asset (Net) (Refer Note 14 on Schedule 21 and Note 18 on Schedule 22) Current Assets, Loans and Advances Inventory Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances
7 8 9 10 11
Less: Current Liabilities and Provisions Current Liabilities Provisions
12
Net Current Assets Miscellaneous Expenditure (To the extent not written off or adjusted) Total Statement of Significant Accounting Policies Notes to the Financial Statements As per our report of even date For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No: 93283 Place : New Delhi Date : April 29, 2009
13
873
2,034
438,748,253
326,132,679
21 22 The Schedules referred to above and Notes to the financial statements form an integral part of the Balance Sheet For and on behalf of the Board of Directors of Bharti Airtel Limited Sunil Bharti Mittal Chairman and Managing Director
Manoj Kohli CEO & Joint Managing Director
Vijaya Sampath Group General Counsel & Company Secretary
Srikanth Balachander Chief Financial Officer www.reportjunction.com
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Consolidated Profit and Loss Account for the year ended March 31, 2009 Particulars
Schedule No.
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
372,328,114 1,192,696 373,520,810
268,727,942 1,394,474 270,122,416
52,908,719 62,327,850 998,537 17,022,941 24,611,665 24,522,970 182,392,682
41,111,353 32,429,543 1,189,009 14,391,554 19,350,109 20,733,347 129,204,915
191,128,128 38,269,861
140,917,501 26,899,638
152,858,267 1,523,814 18,612,828
114,017,863 2,796,080 5,278,690
INCOME
EXPENDITURE Access Charges Network Operating Cost of Goods Sold Personnel Sales and Marketing Administrative and Other
14 15 16 17 18
Profit before Licence Fee, Other Income, Finance Expenses (Net), Depreciation, Amortisation, Pre-operative expenditure, Charity and Donation and Taxation Licence fee and Spectrum charges (revenue share) Profit before Other Income, Finance Expenses (Net), Depreciation, Amortisation, Charity and Donation and Taxation Other Income Finance Expense (Net) Depreciation/ Amortization Less : Amount withdrawn from Reserve for Business Restructuring as per Scheme (Refer Note 2(b) on Schedule 22) Amortisation Charity and Donation Profit before Tax MAT credit [Includes MAT credit of Rs. 1,364,058 thousand for earlier years (March 31, 2008 Rs. 326,623 thousand)] Tax Expenses - Current Tax [Includes Tax of Nil thousand for earlier years (March 31, 2008 Rs. 959,169 thousand)] - Deferred Tax (Refer Note 14 on Schedule 21 and Note 18 on Schedule 22) - Fringe Benefit Tax Profit after Tax Minority Interest (Refer Note 2 on Schedule 21 and Note 9 on Schedule 22) Profit for the year Transferred from Debenture Redemption Reserve Transferred to General Reserve Proposed Dividend on Equity Shares Tax on Dividend Profit brought forward (Refer Schedule 2) Profit carried to Balance Sheet Earnings per share in Rs. (Basic) Earnings per share in Rs. (Diluted) (Refer Note 19 on Schedule 21 and Note 20 on Schedule 22) Statement of Significant Accounting Policies Notes to the Financial Statements As per our report of even date For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No: 93283 Place : New Delhi Date : April 29, 2009
19 20 49,051,901 2,324,209
35,102,388 46,727,692 2,911,290 220,141 85,910,130 (2,317,983)
388,208
34,714,180 3,388,183 317,416 73,115,474 (398,625)
10,400,288
9,353,297
(3,022,126)
(1,196,238)
408,131 80,441,820
402,986 64,954,054
1,852,275 78,589,545 4,411 6,000,000 3,796,480 645,212 68,152,264 120,157,916 188,310,180 41.40 41.39
1,000,163 63,953,891 413,623 – – – 64,367,514 55,790,402 120,157,916 34.23 34.19
21 22 The Schedules referred to above and Notes to the financial statements form an integral part of the Profit & Loss Account For and on behalf of the Board of Directors of Bharti Airtel Limited
Sunil Bharti Mittal Chairman and Managing Director
Manoj Kohli CEO & Joint Managing Director
Vijaya Sampath Group General Counsel & Company Secretary
Srikanth Balachander Chief Financial Officer
BHARTI AIRTEL ANNUAL REPORT 2008-09
Service Revenue Sale of Goods
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Cash Flow Statement for the year ended March 31, 2009 Particulars
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
85,910,130
73,115,474
46,727,692 5,030,519 (1,858,591) 25,735 (2,592,369) 894,878 1,161,147 800,355 439,024 1,217,408 815,967
34,714,180 3,859,697 (221,604) 64,827 (582,609) 336,533 1,876,145 568,535 (125,287) 1,289,786 2,022,676
3,002,326 (577,057) 362,092 519,726 15,393,148 (4,470) 65,433 540
1,216,992 (386,639) 262,184 43,113 17,950 5,265 97,562 (349)
Operating profit before working capital changes
157,333,633
118,174,431
Adjustments for - Increase in - Increase in - Increase in - Increase in
(4,817,031) (24,816,570) (340,107) 22,593,840
(12,219,709) (10,984,098) (273,266) 37,867,835
149,953,765
132,565,193
A. Cash flow from operating activities: Net profit before tax Adjustments for: Depreciation Interest Expense and other Finance Charges Interest Income (Profit)/Loss on Sale of Assets (Net) (Profit)/Loss on sale of Investments Amortisation of ESOP Expenditure Lease Equalisation / FCCB Premium Amortisation of Goodwill Provision for Deferred Bonus Licence fee Amortisation Bad Debts/Advances Written off Provision for Bad and Doubtful Debts/Advances (Net of write back) Liabilities/Provisions no longer required written back Provision for Gratuity and Leave Encashment Provision for Inventory for obsolete/Damaged stock Unrealized Foreign Exchange (gain)/loss Provision for Warranty Loss from swap arrangements Provision for Wealth Tax (Net) changes in working capital : Sundry Debtors Other Receivables Inventory Trade and Other Payables
Cash generated from operations Taxes (Paid)/Received Net cash from operating activities
(12,838,132)
(9,321,148)
137,115,633
123,244,045
(168,589,591) 1,868,859 420,787,078 (393,572,466) 1,186,499 1,362,657 (14,915,200)
(136,375,742) 1,607,330 175,342,365 (221,274,149) – 259,396 –
300,000 (181,518)
500,000 (4,386,123)
(151,753,682)
(184,326,923)
B. Cash flow from investing activities: Purchase of fixed assets Proceeds from Sale of fixed assets Proceeds from Sale of Investments Purchase of Investments Dilution in Equity of Subsidiary Company Interest Received Purchase of Fixed Deposits (with maturity more than three months) Proceeds from Maturity of Fixed Deposits (with maturity more than three months) Acquisition/ Subscription/Investment in Subsidiaries/Associate Net cash used in investing activities
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Particulars
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
149,400 176,058
20,170,500 193,531
27,462,693 (15,288,260)
48,017,356 (19,631,776)
Proceeds from short term borrowings Net movement in cash credit facilities and short term loans Interest Paid Gain/(loss) from swap arrangements
12,796,423 (4,669,973) 22,156
15,185,183 (3,879,932) (67,647)
Net cash from financing activities
20,648,497
59,987,215
Net Increase/(Decrease) in Cash and Cash Equivalents
6,010,448
(1,095,663)
Opening Cash and Cash Equivalents Cash Acquired on Acquisition of Subsidiary
7,034,067 –
8,020,899 108,831
Cash and Cash Equivalents as at year end
13,044,515
7,034,067
Cash and Cash Equivalents comprise: Cash and Cheques in hand Balance with Scheduled Banks
639,948 27,019,767
1,316,825 5,717,242
Cash & Bank Balances as per schedule 9
27,659,715
7,034,067
14,615,200
–
13,044,515
7,034,067
C. Cash flow from financing activities: Proceeds from fresh issue of Share Capital (including Share Premium) Issue of Shares under ESOP Scheme (including share application) Proceeds from long term borrowings Receipts Payments
Less: - Fixed deposits not considered as cash equivalents Cash & Cash Equivalents in Cash Flow Statement
Notes : 1 Figures in brackets indicate cash out flow. 2 Previous year figures have been regrouped and recast wherever necessary to conform to the current year classification. 3 Cash and cash equivalents includes Rs. 96,101 thousands pledged with various authorities (March 31, 2008 Rs. 142,573 thousands) which are not available for use by the Company. 4 During the year, the Company increased its stake in Bharti Hexacom Limited by 1.11% through acquisition of 27,80,306 equity shares for an aggregate consideration of Rs. 166,818 thousand thereby increasing its investment by same amount. (Previous Year acquisition of equity in Network i2i Limited at a purchase consideration of Rs. 5,313,916 thousand.)
As per our report of even date For and on behalf of the Board of Directors of Bharti Airtel Limited Sunil Bharti Mittal Chairman and Managing Director
Manoj Kohli CEO & Joint Managing Director
Vijaya Sampath Group General Counsel & Company Secretary
Srikanth Balachander Chief Financial Officer
BHARTI AIRTEL ANNUAL REPORT 2008-09
For S.R. BATLIBOI & ASSOCIATES Chartered Accountants per Prashant Singhal Partner Membership No: 93283 Place : New Delhi Date : April 29, 2009
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Schedules annexed to and forming part of consolidated accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
25,000,000
25,000,000
18,982,398
18,979,074
18,982,398
18,979,074
39,889,844 256,997 40,146,841 21,284
39,259,225 630,619 39,889,844 21,284
139,958 (4,411) 135,547 6,000,000
553,581 (413,623) 139,958
24,396,990 – –
– 82,181,203 57,396,005
2,324,209 22,072,781
388,208 24,396,990
SCHEDULE : 1 SHARE CAPITAL Authorised 2,500,000,000 (March 31, 2008 - 2,500,000,000) Equity shares of Rs. 10 each Issued, Subscribed and Paid up 1,898,239,796 Equity Shares of Rs. 10 each fully paid up (March 31, 2008 - 1,897,907,446 Equity Shares of Rs. 10 each) (Refer Notes Below) Notes: (a) 49,999,000 and 1,516,390,970 equity shares issued as fully paid-up bonus shares on February 24, 1997 and September 30, 2001 respectively out of Share Premium account (b) 21,409,142 Equity Shares (March 31, 2008 - 21,315,734) shares are allotted as fully paid up upon the conversion of Foreign Currency Convertible Bonds (FCCBs). (Refer Note 22 on Schedule 22) (c) 2,722,125 Equity Shares (March 31, 2008 - 2,722,125) shares are allotted as fully paid up under the Scheme of amalgamation without payments being received in cash. (d) For Stock options outstanding details (refer note no 22 on Schedule 21 and Note 19 on Schedule 22)
SCHEDULE : 2 RESERVES AND SURPLUS Securities Premium Opening balance Additions during the year Revaluation Reserve Debentures Redemption Reserve Opening balance Transferred to Profit and Loss Account during the period General Reserve Reserve for Business Restructuring Opening balance Additions during the period Less : Transferred to Profit and Loss Account during the period * Less : Depreciation on Fair Valued Assets transferred to Profit & Loss Account during the period in accordance with the Scheme of Arrangement * * (Refer Note 2(b) of Schedule 22)
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Schedules annexed to and forming part of consolidated accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
Balance as per Profit & Loss Account Foreign Currency Translation Reserve Reserve arising on dilution of Equity in Subsidiary Company Opening Additions Less : Utilisation / Adjustment
188,310,180 224,873
120,157,916 (7,914)
13,090,339 1,019,596 (133,325)
– 13,090,339 –
Reserve arising on dilution of Equity in Subsidiary Company
13,976,610 270,888,116
13,090,339 197,688,417
500,000
500,000
13,770,000 –
– 58,354
17,304
24,244
14,287,304
582,598
134,976
69,864
Interest Free, non-cumulative, Convertible Debentures of Rs. 10,000 each
32,035,500
30,255,750
Short Term Loans and Advances From Banks
15,406,584
4,803,050
Other Loans and Advances From Banks From Others
39,968,535 33,473,546
32,840,340 27,535,730
120,884,165
95,434,870
37,494,785
19,007,222
SCHEDULE : 2 (Cont.)
SCHEDULE : 3 SECURED LOANS (Refer Note 13 on Schedule 22) Debentures Loans and Advances from Banks : -Term Loans -Cash Credit Other Loans and Advances : -Vehicle Loans
Note : Amount repayable within one year
Note: Amount repayable within one year
BHARTI AIRTEL ANNUAL REPORT 2008-09
SCHEDULE : 4 UNSECURED LOANS
155
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281,199,178
Previous Year
223,922,684
166,956,224 81,897,754
3,564,282
3,564,282
(22,855) 32,737 (35,434) 87,086 (2,069,935) 227,143 63,789 11,134 21,297 -
5,310,284 (60,964)
423,224,108
586,616,050
586,616,050
320,771 720,456 3,629,985 3,040,772 519,146,870 21,549,170 2,188,096 1,061,273 210,682 4,259
8,625,374 128,453 3,259,462 22,730,427
As at March 31, 2009
76,155,422
97,729,655
97,729,655
4,307 611,844 898,423 70,392,952 11,822,249 967,730 571,508 81,882 354
1,336,430 83,993 976,582 9,981,401
As at April 01, 2008
36,572,157
51,069,664
51,069,664
3,408 146,669 373,337 44,231,160 3,625,446 315,916 139,577 37,968 151
800,355 6,891 171,378 1,217,408
14,997,924
1,669,682
1,669,682
657 (1,360) 34,661 481,778 187,898 56,894 6,203 12,955 -
890,129 (133)
Sale / Adjustment during the year
Depreciation For the year
97,729,655
147,129,637
147,129,637
7,058 759,873 1,237,099 114,142,334 15,259,797 1,226,752 704,882 106,895 505
2,136,785 90,884 257,831 11,198,942
As at March 31, 2009
480,922,939
41,436,526
439,486,413
313,713 720,456 2,870,112 1,803,673 405,004,536 6,289,373 961,344 356,391 103,787 3,754
6,488,589 37,569 3,001,631 11,531,485
As at March 31, 2009
361,194,063
35,699,610
325,494,453
60,951 621,165 2,280,742 1,577,342 288,399,343 5,029,587 654,492 365,244 103,827 3,905
7,277,428 6,432,365 12,688,062
As at March 31, 2008
Net Block
(Rs. ‘000)
Notes: 1. Addition to fixed assets during the year includes : Rs. Nil (March 31, 2008 loss of Rs. 1,689,459 thousand) on account of fluctuations in foreign exchange rates 2. Capital work in Progress during the year is net of Rs. Nil (March 31, 2008 includes Rs. 3,327 thousand gain) on account of fluctuation in Exchange rate 3. Freehold Land and Building includes Rs. 14,013 thousand (Previous year Rs. 26,468 thousand) and Rs. 297,301 thousand (previous year Rs. 71,477 thousand) respectively, in respect of which registration of title in favour of the Company is pending 4. Building includes building on leasehold land Rs. 59,439 thousand (March 31, 2008 Rs. 17,288 thousand) 5. The remaining amortisation period of licence fees as at March 31, 2009 ranges between 6 to 16 years for Unified Access Service Licence and 13 years for Long Distance Licences 6. Capital work in progress includes goods in transit Rs. 2,717,484 thousand (March 31, 2008 Rs. 3,095,810 thousand) and Capital Advance of Rs. 3,591,436 thousand (March 31, 2008 Rs. 3,373,250 thousand) 7. Computers include Gross Block of assets capitalised under finance lease Rs. 12,338,941 thousand (March 31, 2008 Rs. 8,095,086 thousand) and corresponding Accumulated Depreciation being Rs. 7,258,050 thousand (March 31, 2008 Rs. 4,627,150 thousand) 8. The remaining amortisation period of Goodwill as at March 31, 2009 ranges between 5 to 16 years. 9. Sales and Adjsutment during the year includes reclassification of class of Assets.
423,224,108
166,956,224
232,658 132,028 701,965 652,093 158,284,640 4,924,477 629,663 135,655 46,270 -
65,258 621,165 2,892,586 2,475,765 358,792,295 16,851,836 1,622,222 936,752 185,709 4,259 423,224,108
11,516 44,460 1,160,799 -
Sale / Adjustment during the year
Gross Block Value Additions during the year
8,613,858 83,993 7,408,947 22,669,463
As at April 01, 2008
GRAND TOTAL
Capital Work In Progress
TOTAL
INTANGIBLE ASSETS Goodwill Software Bandwidth Licence TANGIBLE ASSETS Leasehold Land Freehold Land Building Leasehold Improvements Plant and Machinery Computers Office Equipment Furniture & Fixture Vehicles Vehicles on Finance Lease
PARTICULARS
SCHEDULE 5 : FIXED ASSETS (Refer Note 3, 4, 5,10,16 and 17 on Schedule 21 and Note 2(b), 8, 14 and 17 on Schedule 22)
Schedules annexed to and forming part of consolidated accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
21,665,480
48,016,755
1,757,384
27,069
1,835
3,126
Long Term, trade, unquoted Investment in Associates Bharti Teleport Limited: 1,470,000 Equity shares (Previous year Nil) of Rs. 10 each fully paid up) (Refer Note 2(k) on Schedule 22)
14,700
–
Others IFFCO Kissan Sanchar Limited : 100,000 (Previous Year 100,000) Equity Shares
50,125
50,125
23,489,524
48,097,075
21,749,914 21,665,480 1,824,044
48,097,361 48,043,824 80,320
962,676
1,142,295
962,676
1,142,295
SCHEDULE : 6 INVESTMENTS (Refer Note 8 on Schedule 21) Current, other than trade, Quoted - Mutual Funds, Debentures and Bonds Current, other than trade, Unqoted - Deposits and Bonds Long term, other than trade, Unquoted - Government securities
Total Investments Aggregate Market Value of Quoted Investments Aggregate Value of Quoted Investments Aggregate Value of Unquoted Investments
Stock-In-Trade*
* Includes Goods in Transit Rs. Nil thousand (March 31, 2008 Rs. 23,408 thousand) * Net of obsolete inventory written off of Rs. 60,604 thousand (March 31, 2008 Rs. 88,290 thousand)
BHARTI AIRTEL ANNUAL REPORT 2008-09
SCHEDULE : 7 INVENTORY (Refer Note 7 on Schedule 21)
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Schedules annexed to and forming part of consolidated accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
SCHEDULE : 8 SUNDRY DEBTORS (Refer Note 6 on Schedule 21) (Unsecured, considered good unless otherwise stated) Debts outstanding -Considered good -Considered doubtful Less : Provision for doubtful debts
28,997,771 9,945,948 (9,945,948)
28,997,771
28,398,245 7,114,566 (7,114,566)
28,398,245
28,997,771
28,398,245
100,805 539,143
143,812 1,173,013
2,936,766 24,079,032 3,969
1,150,722 4,561,964 4,556
27,659,715
7,034,067
520,742 1,018,596 12,897
24,808 980,059 14
1,552,235
1,004,881
SCHEDULE : 9 CASH AND BANK BALANCES Cash in Hand Cheques in Hand Balances with Scheduled Banks - in Current Account - in Fixed deposits * - in Deposit Account as Margin Money
*[Includes Rs. 92,132 thousand pledged with various authorities (March 31, 2008 Rs. 138,017 thousand)]
SCHEDULE : 10 OTHER CURRENT ASSETS Interest Accrued on Fixed Deposit and on Loan given to Joint Venture Unamortised upfront fees and Deferred Premium Others
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Schedules annexed to and forming part of consolidated accounts Particulars
As at March 31, 2009 (Rs. ‘000)
SCHEDULE : 11 LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) Advances recoverable in cash or in kind or for value to be received Considered good 55,043,875 Considered doubtful 4,436,842 Less : Provision (4,436,842) Advance to ESOP Trust Advance Tax [Net of provision for tax Rs. 28,241,857 thousand (March 31, 2008 Rs. 17,913,535 thousand)] Fringe Benefit Tax (Net of provision for tax Rs. 961,486 thousand (March 31, 2008 Rs. 544,805 thousand)] Advance Wealth Tax [Net of Provision for tax Rs. 839 thousand (March 31, 2008 Rs. 716 thousand)] MAT Credit
55,043,875 105,489
As at March 31, 2008 (Rs. ‘000)
26,332,008 4,265,898 (4,265,898)
26,332,008 116,971
2,246,225
225,874
55,310
46,488
694 3,083,129
154 765,146
60,534,722
27,486,641
SCHEDULE : 12 CURRENT LIABILITIES AND PROVISIONS
168,621,781
141,323,352
698,879
428,987
617,981
525,781
3,058 11,281,789 3,796,480 645,212
7,528 5,940,974 -
*Refer Note 16 on Schedule 22 for Loans & Advances to Companies under the same management Provisions Gratuity (Refer Note 11 on Schedule 21 and Note 6 on Schedule 22) Leave Encashment (Refer Note 11 on Schedule 21 and Note 6 on Schedule 22) Warranty (Refer Note 20 on schedule 21 and 14(ii) on Schedule 22) Others (Refer Note 14(i) and 6 (i) on Schedule 22) Proposed Dividend (Refer Note 24 on Schedule 22) Tax on Dividend
17,043,399
6,903,270
185,665,180
148,226,622
BHARTI AIRTEL ANNUAL REPORT 2008-09
Current Liabilities Sundry Creditors : Total outstanding dues of Micro and Small Enterprises 56,792 – Total outstanding dues of creditors other than Micro and Small Enterprises* 118,812,490 118,869,282 103,239,665 103,239,665 Advance Billing and Prepaid Card Revenue 34,641,872 28,930,984 Interest accrued but not due on loans 1,093,227 732,681 Other Liabilities 5,764,529 3,931,091 Advance Received from customers 728,759 822,908 Security Deposits (Refer Note 10 on Schedule 22) 7,524,112 3,666,023
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Schedules annexed to and forming part of consolidated accounts Particulars
As at March 31, 2009 (Rs. ‘000)
As at March 31, 2008 (Rs. ‘000)
SCHEDULE : 13 MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) (Refer Note 15 on Schedule 21 and Note 19 on Schedule 22) Deferred Employee Compensation Expense * Opening Balance Add: Adjustments during the year Less: Amortisation for the year **
– (1,351) (1,351)
– (6,594) (6,594)
–
–
* Relating to Employee Stock Option Scheme 2001 and 2004 ** Net of stock compensation income of Rs. 3,682 thousand (March 31, 2008 Rs. 3,886 thousand) Premium on Redemption of Debentures Opening Balance Less: Write back during the year Less: Amortisation for the year
2,034 588 573
26,629 20,217 4,378
873
2,034
873
2,034
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Schedules annexed to and forming part of consolidated accounts Particulars
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
871,268 75,246 21,960,934 11,428,559 212,700 14,596,872 2,913,055 1,218,395 2,524,918 6,525,903
928,155 126,544 10,588,493 5,076,453 125,878 7,851,500 1,284,515 756,273 2,392,454 3,299,278
62,327,850
32,429,543
1,142,295 3,895,304 1,811,107 1,265,279 962,676
912,142 3,540,880 837,311 1,284,407 1,142,295
998,537
1,189,009
15,145,612 642,923 746,386 488,020
12,680,411 569,999 721,788 419,356
17,022,941
14,391,554
7,156,469 7,243,797 1,811,107 8,400,292
6,013,656 6,874,508 837,311 5,624,634
24,611,665
19,350,109
SCHEDULE : 14 NETWORK OPERATING EXPENDITURE Interconnect charges and PSTN Rentals Installation Power and Fuel Rent Insurance Repairs and Maintenance - Plant and Machinery - Others Leased Line and Gateway charges Internet access and bandwidth charges Others
SCHEDULE : 15 COST OF GOODS SOLD Opening Stock Add : Purchases Less : Simcard Utilisation Less : Internal issues / capitalised Less : Closing Stock * *Net of obsolete inventory written off of Rs. 60,604 thousand (March 31, 2008 Rs. 88,290 thousand)
Salaries, Wages and Bonus* Contribution to Provident and Other Funds Staff Welfare Recruitment and Training
*Excluding amortisation of Deferred ESOP Cost (Refer Note 19(vii) on Schedule 22)
SCHEDULE : 17 SALES AND MARKETING EXPENDITURE Advertisement and Marketing Sales Commission and Incentive Simcard Utilisation Others
BHARTI AIRTEL ANNUAL REPORT 2008-09
SCHEDULE : 16 PERSONNEL EXPENDITURE (Refer Note 11 on Schedule 21 and Note 6 on Schedule 22)
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Schedules annexed to and forming part of consolidated accounts Particulars
For the year ended March 31, 2009 (Rs. ‘000)
For the year ended March 31, 2008 (Rs. ‘000)
6,585,414 177,222 627,045 6,837,202 1,326,528 1,241,532 210,723 448,311 32,665 815,967 3,002,326 519,726 1,882,834 25,735 789,740
3,802,613 50,281 613,807 5,272,887 1,196,845 1,250,242 101,619 678,391 12,852 2,022,676 1,216,992 43,113 1,410,002 64,827 2,996,200
24,522,970
20,733,347
577,057 946,757
387,408 2,408,672
1,523,814
2,796,080
2,693,821 58,457 44,961 573 2,233,280 17,967,263 65,433
1,948,841 68,341 63,087 4,378 1,779,428 2,121,266 97,562
23,063,788
6,082,903
2,592,369
582,609
887,618 8,742 962,231
198,844 17,545 5,215
4,450,960
804,213
18,612,828
5,278,690
SCHEDULE : 18 ADMINISTRATIVE AND OTHER EXPENDITURE Legal and Professional Rates and Taxes Power and Fuel IT and Call center Outsoursing Traveling and Conveyance Rent Repairs and Maintenance - Building - Others Insurance Bad debts written off Provision for doubtful debts/advances Provision for Diminution in Stock/CWIP Collection and Recovery Loss on sale of assets (net) Miscellaneous
SCHEDULE : 19 OTHER INCOME Liabilities/ Provisions no longer required written back Miscellaneous
SCHEDULE : 20 FINANCE EXPENSE (NET) Interest : - On Term Loan - On Debentures - On Others Amortisation of Premium on Redemption of FCCBs Other Finance Charges Exchange fluctuation loss (Net) Loss from swap arrangements (Net) Less : Income Profit on sale of Current Investments (other than trade) Interest Income - from Current Investments and Fixed Deposits (Other than Trade) [Gross of TDS Rs. 135,553 thousand (March 31, 2008 Rs. 40,030 thousand)] - from other advances - Other Finance Income [Gross of TDS Rs. 120,558 thousand (March 31, 2008 Rs. Nil)]
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Schedules annexed to and forming part of consolidated accounts STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009 SCHEDULE: 21 The significant accounting policies adopted by Bharti Airtel Limited (‘Bharti Airtel’ or the Company) and its subsidiaries and joint ventures (hereinafter referred to as the “Group”) in respect of these Consolidated Financial Statements, are set out below. 1.
BASIS OF PREPARATION These consolidated financial statements have been prepared to comply in all material respects with notified accounting standards by Companies (Accounting Standards) Rules, 2006, (‘as amended’) and the relevant provisions of the Companies Act, 1956 to reflect the financial position and the results of operations of the Group. These consolidated financial statements are prepared under the historical cost convention on the accrual basis of accounting and reporting requirements of Accounting Standard (‘AS’) 21 ‘Consolidated Financial Statements’ , AS-23 ‘Accounting for Investments in Associates in Consolidated Financial Statements’ and AS27, Financial Reporting of Interests in Joint Ventures notified under Companies (Accounting Standards) Rules, 2006, (‘as amended’) and consolidated as per Para 2 below for the year ended March 31, 2009. The accounting policies have been consistently applied by the Company and, except for the changes in accounting policy discussed in Note 10 below, are consistent with those used in the previous year.
2.
PRINCIPLES OF CONSOLIDATION
Entity
Country of Incorporation
Principal Service
Relationship
Shareholding as at March 31, 2009
Bharti Airtel (Singapore) Private Limited
Singapore
International calling services and wholesale switching data products
Subsidiary
100%
Bharti Airtel Lanka (Pvt) Limited
Sri Lanka
Mobile Services
Subsidiary
100%
Network i2i Limited
Mauritius
Submarine Cable System
Subsidiary
100%
Bharti Airtel Holdings Singapore (Singapore) Pte Limited
Investments
Subsidiary
100%
Bharti Infratel Limited India
Passive Infrastructure for Mobile Services International calling services and wholesale switching data products Manpower support to Bharti Airtel and VSAT equipment trading.
Subsidiary
92.51%
Subsidiary
100%
Subsidiary
100%
Bharti Airtel (Canada) Limited
Canada
Bharti Airtel Services India Limited (‘BASL’) (erstwhile Bharti Comtel Limited) Bharti Hexacom Limited (‘BHL’)
India
Cellular Mobile and Broadband and fixed Telephone Services
Subsidiary
70%
Bridge Mobile Pte Limited
Singapore
Mobile Services
Joint Venture
10.00%
Forum I Aviation Limited
India
Bharti Telemedia Limited (‘BTML’) [Refer Note (b)]
India
Buy, sell, lease, hire, maintain, operate and run Aircrafts / Helicopters etc. Direct- to - Home Services
Joint Venture 14.28% of Bharti Airtel Services Limited Subsidiary 40%
Bharti Airtel (USA) Limited
United States of America
International calling services and wholesale switching data products
Subsidiary
100%
BHARTI AIRTEL ANNUAL REPORT 2008-09
These accounts represent consolidated accounts of the Group and its majority owned subsidiaries, joint ventures and Investment in associates as follows:
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Entity
Country of Incorporation
Principal Service
Bharti Airtel (UK) Limited
United Kingdom International calling services and wholesale switching data products
Relationship
Shareholding as at March 31, 2009
Subsidiary
100%
100%
Bharti Airtel Hong Kong (Hong Kong) Limited
International calling services and wholesale switching data products
Subsidiary
Indus Towers Limited India
Passive Infrastructure Services
Joint Venture 42%* of Bharti Infratel Limited
Bharti Infratel Lanka Private Limited
Sri Lanka
Passive Infrastructure Services
Subsidiary of a Subsidiary
100%
Bharti Infratel Ventures Limited
India
Passive Infrastructure Services
Subsidiary of Bharti Infratel Limited
100%*
Bharti Aquanet Limited
India
Submarine Cable landing station
Subsidiary
100%**
Bharti Teleports Limited
India
Uplinking Channels for Broadcaster
Associate
49%
*Represents holding of Bharti Infratel Limited **Up to December 31, 2008, Refer note 2(a) on Schedule 22 a)
For the purpose of this consolidation, jointly owned entities, where Bharti Airtel or its subsidiaries own directly or indirectly more than 50 percent of voting rights of a Company’s share capital, have been accounted for as subsidiaries.
b) The Company controls the majority of the Board of Directors of BTML, accordingly BTML has been consolidated with the Company in accordance with AS 21, ‘Consolidated Financial Statements’ notified under Companies (Accounting Standards) Rules, 2006, (‘as amended’). c)
The equity and net income attributable to minority shareholders’ interest are shown separately in the Balance Sheet and Profit and Loss Account, respectively. Reserves arising on dilution of equity in a subsidiary company is shown separately as ‘Reserve arising on dilution of Equity in Subsidiary Company’ under the head ‘Reserves and Surplus’.
d) The Group’s interests in jointly controlled entities are accounted for by proportionate consolidation. The Group combines its share of the joint ventures’ individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Group’s financial statements. e) 3.
Inter-Company balances have been eliminated in the consolidation. The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.
GOODWILL Goodwill is stated as an excess of the purchase consideration over Bharti Airtel’s interest in the net identifiable assets acquired. Goodwill is carried at cost less accumulated amortisation and is amortised on a straight-line basis over the remaining period of the service licence of the acquired Company. In case the acquired company does not have a Licence, Goodwill is amortised over 10 year period from the date of acquisition.
4.
FIXED ASSETS Fixed Assets are stated at cost of acquisition and subsequent improvements thereto, including taxes & duties (net of cenvat credit), freight and other incidental expenses related to acquisition and installation. Capital workin-progress is stated at cost. Site restoration cost obligations are capitalized when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. The intangible component of license fee payable by the Group for cellular and basic circles, upon migration to the National Telecom Policy (NTP 1999), i.e. Entry Fee, has been capitalised as an asset and the one time license fee paid by the Group for acquiring new licences (post NTP-99) (basic, cellular, national long distance and international long distance services) has been capitalised as an intangible asset.
5.
DEPRECIATION/AMORTISATION Depreciation is provided on straight-line method, at the rates determined based on the estimated economic useful lives of assets as follows: www.reportjunction.com
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Leasehold Land Building Building on Leased Land Leasehold Improvements Plant & Machinery Computer / Software Office Equipment Furniture and Fixtures Vehicles Customer Premises Equipment
Useful lives Period of lease 20 years 20 years or period of lease, whichever is lower Period of lease or 10 years, whichever is lower 3 to 20 years 3 years 5 years/2 years 5 years 5 years Over Estimated Subscriber Life
Software up to Rs. 500 thousand is written off in the financial year placed in service. Bandwidth capacity is amortised on straight line basis over the period of the agreement subject to a maximum of 18 years. The Entry Fee capitalised is being amortised equally over the period of the license and the one time licence fee is being amortised equally over the balance period of licence from the date of commencement of commercial operations. The site restoration cost obligation capitalized is depreciated over the period of the useful life of the related asset, or balance lease period as applicable. Fixed Assets costing upto Rs. 5 thousand are being fully depreciated within one year from the date of acquisition. 6.
REVENUE RECOGNITION AND RECEIVABLES Mobile Services Service revenue is recognised on completion of provision of services. Service revenue includes income on roaming commission and access charges passed on to other operators, and is net of discounts and waivers. Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer and when no significant uncertainty exists regarding realisation of consideration. Processing fees on recharge is being recognised over the estimated customer relationship period or voucher validity period, as applicable. Telemedia Services (Erstwhile Broadband & Telephone Services) and Enterprise Services Carriers Service revenue is recognised on completion of provision of services. Revenue on account of bandwidth service is recognised on time proportion basis in accordance with the related contracts. Service Revenue includes access charges passed on to other operators, and is net of discounts and waivers. Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer and when no significant uncertainty exists regarding realisation of consideration. Revenue from prepaid calling cards packs is recognised on the actual usage basis. Enterprise Services Corporate
Service Revenues includes revenues from registration, installation and provision of Internet and Satellite services. Registration fees is recognised at the time of dispatch and invoicing of Start up Kits. Installation charges are recognised as revenue on satisfactory completion of installation of hardware and service revenue is recognised from the date of satisfactory installation of equipment and software at the customer site and provisioning of Internet and Satellite services. Passive Infrastructure Services Service income includes revenue from use of sites/assets and reimbursement of energy charges, rent, security and maintenance charges. Revenue for use of sites is recognised as and when the services are rendered. If the payment terms in the service agreements include fixed escalations, the effect of such increases is recognised on straight line basis over the fixed, non cancellable term of the agreement, as applicable. Others Service revenue is recognised on completion of provision of services and on transfer of all significant risks and rewards to the customers and when no significant uncertainty exists regarding realisation of the consideration. Activation Income Activation revenue and related direct activation costs, not exceeding the activation revenue, are deferred and amortized over the related estimated customers relationship period, as derived from the estimated customer churn period.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer and when no significant uncertainty exists regarding realisation of consideration.
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Investing and other Activities Income on account of interest and other activities are recognised on an accrual basis. Dividends are accounted for when the right to receive the payment is established. Provision for doubtful debts The Group provides for amounts outstanding for more than 90 days in case of active subscribers and for entire outstanding from deactivated customers, net off security deposits, or in specific cases where management is of the view that the amounts from certain customers are not recoverable. For receivables due from the other operators on account of their NLD and ILD traffic and IUC charges, the Group provides for amounts outstanding for more than 120 days from the date of billing, net of any amounts payable to the operators, or in specific cases where management is of the view that the amounts from the operators are not recoverable. Accrued Billing revenue Accrued billing revenue represent revenues recognized in respect of Mobile, Broadband and Telephone, and Long Distance services provided from the bill cycle date to the end of each month. These are billed in subsequent periods as per the terms of the billing plans. 7.
INVENTORY Inventory is valued at the lower of cost and net realisable value. Cost is determined on First in First out basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. The Company provides for obsolete and slow-moving inventory based on management estimates of the usability of inventory.
8.
INVESTMENTS Current Investments are valued at lower of cost and fair market value determined on individual basis. Long term Investments are valued at cost. Provision is made for diminution in value to recognise a decline, if any, other than that of temporary nature.
9.
LICENSE FEES – REVENUE SHARE With effect from August 1, 1999, the variable Licence fee computed at prescribed rates of revenue share is charged to the Profit and Loss Account in the period in which the related revenues are recognised. Revenue for this purpose is defined as adjusted gross revenue as per the respective license agreements.
10. FOREIGN CURRENCY TRANSLATION, ACCOUNTING FOR FORWARD CONTRACTS & DERIVATIVES Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Conversion Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. Exchange Differences Exchange differences arising on the settlement of monetary items or on restatement of the Company’s monetary items at rates different from those at which they were initially recorded during the period/year, or reported in previous financial statements, are recognized as income or as expenses in the period/year in which they arise as mentioned below. During the year, the Company has, with effect from the April 1, 2008, changed its policy to charge/credit fluctuations in respect of loans/liabilities for acquisition of fixed assets directly to the Profit & Loss Account from adjusting such exchange differences in the carrying cost of the respective assets. Forward Exchange Contracts covered under AS 11, ‘The Effects of Changes in Foreign Exchange Rates’ Exchange differences on forward exchange contracts & plain vanilla currency options for establishing the amount of reporting currency and not intended for trading & speculation purposes, are recognised in the Profit & Loss Account in the year in which the exchange rate changes. The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income over the life of the contract. Any profit or loss arising on cancellation or renewal of such forward exchange contract is recognised as income or expense for the period/year. www.reportjunction.com 6 Consolidated - Airtel 149-192.p65
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Exchange difference on forward contracts which are taken to establish the amount other than the reporting currency arising due to the difference between forward rate available at the reporting date for the remaining maturity period and the contracted forward rate (or the forward rate last used to measure a gain or loss on the contract for an earlier period) are recognised in the Profit and Loss Account for the period/year. Other Derivative Instruments, not in the nature of AS 11, ‘The Effects of Changes in Foreign Exchange Rates’ The Company enters into various foreign currency option contracts & interest rate swap contracts that are not in the nature of forward contracts designated under AS 11 as such and contracts that are not entered to establish the amount of the reporting currency required or available at the settlement date of a transaction; to hedge its risks with respect to foreign currency fluctuations and interest rate exposure arising out of import of capital goods using foreign currency loan. At every year end all outstanding derivative contracts are fair valued on a marked-to-market basis and any loss on valuation is recognised in the Profit and Loss Account, on each contract basis. Any gain on marked-to-market valuation on respective contracts is not recognized by the Company, keeping in view the principle of prudence as enunciated in AS 1, ‘Disclosure of Accounting Policies’. Any reduction to fair values and any reversals of such reductions are included in Profit and Loss statement of the period/year. Embedded Derivative Instruments The Company occasionally enters into contracts that do not in their entirety meet the definition of a derivative instrument that may contain “embedded” derivative instruments – implicit or explicit terms that affect some or all of the cash flow or the value of other exchanges required by the contract in a manner similar to a derivative instrument. The Company assesses whether the economic characteristics and risks of the embedded derivative are clearly and closely related to the economic characteristics and risks of the remaining component of the host contract and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics and risks that are not clearly and closely related to the economic characteristics and risks of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract, carried at fair value as a trading or non-hedging derivative instrument. The loss on marked-to-market valuation of the embedded derivative instrument is recognized in the Profit and Loss Account for the period/year. Any reduction in mark to market valuations and reversals of such reductions are included in profit and loss statement of the period/year. Translation of Integral and Non-Integral Foreign Operation The financial statements of an integral foreign operation are translated as if the transactions of the foreign operation have been those of the Group itself. In translating the financial statements of a non-integral foreign operation for incorporation in financial statements, the assets and liabilities, both monetary and non-monetary are translated at the closing rate; income and expense items are translated at exchange rate at the date of transaction for the year; and all resulting exchange differences are accumulated in a foreign currency translation reserve until the disposal of the net investment. Foreign exchange contracts for trading and speculation purpose Foreign exchange contracts intended for trading and/or speculation are fair valued on a marked-to-market basis and any loss on such valuation is recognised in the Profit and Loss Account for the year. 11. EMPLOYEE BENEFITS
(b) All employees of the Group are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (presently 12%) of the employees’ basic salary. These contributions are made to the fund administered and managed by the Government of India. In addition, some employees of the Group are covered under the employees’ state insurance schemes, which are also defined contribution schemes recognized and administered by the Government of India. The Group’s contributions to both these schemes are expensed in the Profit and Loss Account. The Group has no further obligations under these plans beyond its monthly contributions. (c) Some employees of the Group are entitled to superannuation, a defined contribution plan which is administered through Life Insurance Corporation of India (“LIC”). Superannuation benefits are recorded as an expense as incurred. (d) Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method. (e) The Group provides for gratuity obligations through a defined benefit retirement plan (the ‘Gratuity Plan’) covering all employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement
BHARTI AIRTEL ANNUAL REPORT 2008-09
(a) Short term employee benefits are recognised in the period during which the services have been rendered.
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or termination of employment based on the respective employee salary and years of employment with the Group. The Group provides for the Gratuity Plan based on actuarial valuations as per the Projected Unit Credit Method in accordance with Accounting Standard 15 (revised), “Employee Benefits“. The Group makes annual contributions to the LIC for the Gratuity Plan in respect of employees at certain circles. (f) Other Long term employee benefits are provided based on actuarial valuation made at the end of each financial year. The actuarial valuation is done as per projected unit credit method. (g) Actuarial gains and losses are recognized as and when incurred. 12. PRE-OPERATIVE EXPENDITURE Expenditure incurred by the Group from the date of acquisition of license for a new circle or from the date of start-up of new ventures or business, up to the date of commencement of commercial operations of the circle or the new venture or business, not directly attributable to fixed assets are charged to the Profit & Loss Account in the year in which such expenditure is incurred. 13. LEASES a)
Where the Group is the lessee Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Lease Rentals with respect to assets taken on ‘Operating Lease’ are charged to the Profit & Loss Account on a straight-line basis over the lease term. Leases which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item are classified as finance lease. Assets acquired on ‘Finance Lease’ which transfer risk and rewards of ownership to the Group are capitalized as assets by the Group at the lower of fair value of the leased property or the present value of the minimum lease payments or where applicable, estimated fair value of such assets. Amortization of capitalised leased assets is computed on the Straight Line method over the useful life of the assets. Lease rental payable is apportioned between principal and finance charge using the internal rate of return method. The finance charge is allocated over the lease term so as to produce a constant periodic rate of interest on the remaining balance of liability.
b) Where the Group is the lessor Lease income in respect of ‘Operating Lease’ is recognised in the Profit & Loss Account on a straight-line basis over the lease term. Finance leases as a dealer lessor are recognized as a sale transaction in the Profit & Loss Account and are treated as other outright sales. Finance Income is recognized based on a pattern reflecting a constant periodic rate of return on the net investment of the lessor outstanding in respect of the lease. c)
Initial direct costs are expensed in the Profit & Loss Account at the inception of the lease.
14. TAXATION Current Income tax and fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with Indian Income Tax Act, 1961. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured at each balance sheet date based on the tax rates and the tax laws enacted or substantively enacted. Deferred tax assets and deferred tax liabilities across various countries of operation are not set-off against each other as the company does not have a legal right to do so. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Group has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. Unrecognised deferred tax assets of earlier years are reassessed and recognised to the extent that it has become reasonably certain that future taxable income will be available against which such deferred tax assets can be realized. Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the Group will pay normal income tax during the specified period. In the period/year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Profit & Loss Account and shown as MAT Credit Entitlement. The Group reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Group will pay normal Income Tax during the specified period. www.reportjunction.com 6 Consolidated - Airtel 149-192.p65
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15. MISCELLANEOUS EXPENDITURE Premium on redemption of debentures is recognised as an expense in the Profit & Loss Account over the period of the related contract. 16. BORROWING COST Borrowing cost attributable to the acquisition or construction of fixed assets which takes substantial period of time to get ready for its intended use is capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the year in which they are incurred. 17. IMPAIRMENT OF ASSETS The carrying amounts of assets are reviewed at each balance sheet date. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the assets’ carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the assets’ fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). 18. SEGMENTAL REPORTING a)
Primary Segment The Group operates in five primary business segments viz. Mobile Services, Telemedia Services, Enterprise Services Carriers, Enterprise Services Corporate and Passive Infrastructure Services.
b) Secondary Segment The Group has operations within India as well as in other countries through entities located outside India. The operations in India constitute the major part, which is the only reportable segment, the remaining portion being attributable to others. 19. EARNINGS PER SHARE The earnings considered in ascertaining the Group’s Earnings per Share (‘EPS’) comprise the net profit after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period/year. The weighted average number of equity shares outstanding during the year are adjusted for the events of bonus issue. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless impact is anti dilutive. 20. WARRANTY AND ASSET RETIREMENT OBLIGATIONS (ARO) Provision for warranty and ARO is based on past experience and technical estimates. 21. PROVISIONS Provisions are recognised when the Group has a present obligation as a result of past event; it is more likely than not that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. 22. EMPLOYEE STOCK OPTIONS OUTSTANDING
23. CASH AND CASH EQUIVALENTS Cash and Cash equivalents in the Balance Sheet comprise of cash in hand and at bank and short-term investments.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Employee Stock options outstanding are valued using Black Scholes /Lattice valuation option – pricing model and the fair value is recognised as an expense over the period in which the options vest.
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Schedules annexed to and forming part of consolidated accounts SCHEDULE: 22 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009 1.
Background Bharti Airtel Limited (‘Bharti Airtel’ or ‘the Company’) incorporated in India on July 7, 1995, is a company promoted by Bharti Telecom Limited (‘BTL’), a company incorporated under the laws of India.
2.
New Operations a)
During the year ended March 31, 2009, the scheme of amalgamation (Scheme) for amalgamation of Bharti Aquanet Limited (‘Aquanet’) with the Company has been approved by the Hon’ble High Court and filed with the Registrar of Companies, National Capital Terrritory of Delhi & Haryana, (ROC) on January 1, 2009. Accordingly, all the assets and liabilities of erstwhile Aquanet are recorded by the Company under pooling of interest method effective January 1, 2009, being the date of filing of the scheme with ROC.
b) During the year ended March 31, 2008, the Company had transferred its telecom infrastructure undertaking worth Rs. 57,396,005 thousand into a separate legal entity Bharti Infratel Limited (“BIL”) at Nil value pursuant to scheme sanctioned by The Hon’ble High Court of Delhi, effective from January 31, 2008. The Company had revalued its investment in BIL and recorded it at its fair value of Rs. 82,181,203 thousand. The reserve arising on business restructuring stood at Rs. 24,785,198 thousand in the balance sheet of the Company as of March 31, 2008. During the year ended March 31, 2009, the Company has, based on final reconciliation with BIL, transferred in/out certain assets and accounted these in accordance with the accounting prescribed in the Scheme resulting into net increase in the Business Restructuring Reserve (‘BRR’) and decrease in the net liabilities of the Company by Rs. 126,831 thousand for year ended March 31, 2009. Correspondingly, Rs. 126,831 thousand has been reflected as increase in the Liabilities and decrease in General Reserve. This reconciliation has no impact on the profits for the year ended March 31, 2009 or on the consolidated BRR as at March 31, 2009. The charge of additional depreciation has been withdrawn from Business Restructuring Reserve. The additional depreciation means depreciation charged by Bharti Infratel Limited on the respective assets transferred by Bharti Airtel in excess of that which would be chargeable on the original book value of these assets, as if there had been no revaluation or transfer of these assets under the demerger scheme sanctioned by the Hon’ble Delhi High Court. c)
Bharti Airtel Services Limited has further invested in the Joint Venture “Forum I Aviation Limited” Rs. 5,500 thousand, in ordinary shares of Rs. 10 each, along with other partners, which is equivalent to an ownership interest of 14.28% as at March 31, 2009, taking the cumulative investment in the Joint Venture to Rs. 45,500 thousand (March 31, 2008 - Rs. 40,000 thousand, ownership interest 14.28%).
d) Leading international investors have invested an amount of USD 1.35 billion in aggregate, towards 4,050 Equity Shares of Rs. 10 each (of which 225 shares issued on April 2, 2008) and 3,203,550 fully and compulsory convertible, non-cumulative, unsecured and interest free Debentures of Rs. 10,000 each (of which 177,975 Debentures issued as on April 2, 2008), in Bharti Infratel Limited. On August 21, 2008 Bharti Infratel Limited has issued 540,445,950 fully paid up bonus shares in ratio of 1:9,999 shares (face value of Rs. 10 each) by utilisation of its share premium account. e)
During the year ended March 31, 2009, Bharti Airtel invested additional amount of Rs. 1,106,553 thousands in equity shares of its wholly owned subsidiary Bharti Airtel Holdings (Singapore) Pte. Limited. As of March 31, 2009 the amount is pending allotment by the subsidiary.
f)
On September 9, 2008, Bharti Airtel Limited subscribed to 5,717 thousand right shares of Bharti Hexacom Limited for an aggregate consideration of Rs. 343,062 thousand.
g) During the year ended March 31, 2009, the Company contributed Rs. 2,049,411 thousand in its wholly owned subsidiary Bharti Airtel (Lanka) Private Limited towards equity. h) On October 9, 2008, Bharti Telemedia Limited, the subsidiary of the Company, has started its commercial operation to provide Direct to Home (‘DTH’) services. i)
On January 20, 2009, Bharti Infratel Limited, in the Board Meeting, has approved for the demerger of undertaking comprising of Passive Telecom infrastructure in 12 Circles and merge thereof with Bharti Infratel Venture Limited, a wholly owned subsidiary of the Bharti Infratel Limited through Scheme of Arrangement.
j)
On February 19, 2009, the Company increased it’s stake in Bharti Hexacom Limited by 1.11% through acquisition of 2,780,306 equity shares for an aggregate consideration of Rs. 166,818 thousand.
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k) 3.
On March 4, 2009, the Company has subscribed 1,470,000 equity shares (49% stake) in Bharti Teleports Limited for an aggregate consideration of Rs. 14,700 thousand.
Contingent Liabilities a)
Total Guarantees outstanding as at March 31, 2009 amounting to Rs. 22,482,772 thousand (March 31, 2008 Rs. 14,788,526 thousand) have been issued by banks and financial institutions on behalf of the Group. Corporate Guarantees outstanding as at March 31, 2009 amounting to Rs. 1,576,542 thousand (March 31, 2008 Rs. 1,198,890 thousand) have been given to banks and financial institutions on behalf of Group Companies.
b) Claims against the Group not acknowledged as debt : (Excluding cases where the possibility of any outflow in settlement is remote): (Rs ‘000) Particulars (i) Taxes, Duties and Other demands (under adjudication/appeal/dispute) -Sales Tax (see c below) -Service Tax -Income Tax -Customs Duty (see g below) -Stamp Duty -Entry Tax (see h below) -Municipal Taxes -Access Charges -DoT demands -Other miscellaneous demands (ii) Claims under legal cases including arbitration matters
As at March 31, 2009
As at March 31, 2008
405,526 684,937 2,005,446 2,289,442 594,685 1,556,436 3,327 2,210,023 580,933 66,034 582,524 10,979,313
362,579 183,551 1,735,072 31,194 681,617 587,466 3,193 2,239,974 1,196,661 68,181 441,320 7,530,808
Unless otherwise stated below, the management believes that, based on legal advice, the outcome of these contingencies will be favourable and that a loss is not probable. c)
Sales tax The claims for sales tax as of March 31, 2009 comprised the cases relating to: i.
the appropriateness of the declarations made by the Group under the relevant sales tax legislations which was primarily procedural in nature; and
ii.
the applicable sales tax on disposals of certain property and equipment items.
d) Service tax The service tax demands as of March 31, 2009 relate to:
e)
i.
roaming revenues charged from other operators; and
ii.
subscriber receivables written off.
Income tax demand under appeal Income tax demands under appeal mainly included the appeals filed by the Group before various appellate authorities against the disallowance of certain expenses being claimed under tax by income tax authorities.
f)
Access charges Interconnect charges are based on the IUC agreements between the operators although the IUC rates are governed by the IUC guidelines issued by TRAI. BSNL has raised a demand requiring the Group to pay the interconnect charges at the rates contrary to the guidelines issued by TRAI. The Group filed a petition against that demand with the Telecom Disputes Settlement and Appellate Tribunal (‘TDSAT’) which passed a status quo order, stating that only the admitted amounts based on the guidelines would need to be paid by the Group. The management believes that, based on legal advice, the outcome of these contingencies will be favourable and that a loss is not probable. Accordingly, no amounts have been accrued although some have been paid under protest.
g) Customs duty The custom authorities, in some states, demanded Rs. 2,289,442 thousand as of March 31, 2009 (March 31, 2008 - Rs. 31,194 thousand) for the imports of special software on the ground that this would form part of the hardware along with which the same has been imported. The view of the Group is that such imports should not be subject to any custom duty as it would be an operating software exempt from any
BHARTI AIRTEL ANNUAL REPORT 2008-09
The management believes that, based on legal advice, it is probable that its tax positions will be sustained and, accordingly, recognition of a reserve for those tax positions will not be appropriate.
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custom duty. The management is of the view that the probability of the claims being successful is remote. h) Entry tax In certain states an entry tax is levied on receipt of material from outside the state. This position has been challenged by the Group in the respective states, on the grounds that the specific entry tax is ultra vires the constitution. Classification issues have been raised whereby, in view of the Group, the material proposed to be taxed not covered under the specific category. The amount under dispute as of March 31, 2009 was Rs. 1,556,436 thousand (March 31, 2008 - Rs. 587,466 thousand) included in Note 3 (b) above. i)
j)
DoT Demands i)
The Group has received demands from DoT pertaining to Bharti Broadband Limited (now merged with Bharti Airtel Limited) amounting to Rs. 50,563 thousand against which an appeal has been filed before Hon’ble TDSAT (included in note 3 (b) above). The erstwhile promoter of Bharti Broadband Limited has undertaken to reimburse the Group in the event of the claim being payable.
ii)
The Group has not been able to meet its roll out obligations fully due to certain non-controllable factors like Telecommunication Engineering Center testing, Standing Advisory Committee of Radio Frequency Allocations clearance, non availability of spectrum, operational hazards, etc. The Group has received show cause notices from DoT for 14 of its circles for non-fulfillment of its roll out obligations. The Group is confident that this show cause notice would not result into liability.
Others Others mainly include disputed demands for consumption tax, disputes before consumer forum and with respect to labour cases and a potential claim for liquidated damages. The management believes that, based on legal advice, the outcome of these contingencies will be favourable and that a loss is not probable. No amounts have been paid or accrued towards these demands.
k)
Bharti Mobinet Limited (‘BMNL’) litigation Bharti Airtel is currently in litigation with DSS Enterprises Private Limited (DSS) (0.34 per cent equity interest in erstwhile Bharti Cellular Limited (BCL)) for an alleged claim for specific performance in respect of alleged agreements to sell the equity interest of DSS in erstwhile BMNL to Bharti Airtel. The case filed by DSS to enforce the sale of equity shares before the Delhi High Court had been transferred to District Court and was pending consideration of the Additional District Judge. This suit was dismissed in default on the ground of non-prosecution. DSS had filed an application for restoration of the suit but has subsequently withdrawn the restoration application. In respect of the same transaction, Crystal Technologies Private Limited (‘Crystal’), an intermediary, has initiated arbitration proceedings against the Company demanding Rs. 194,843 thousand included in Note 3 (b) above regarding termination of its appointment as a consultant to negotiate with DSS for the sale of DSS stake in erstwhile BMNL to Bharti Airtel. DSS has also filed a suit against a previous shareholder of BMNL and Bharti Airtel challenging the transfer of shares by that shareholder to Bharti Airtel. The suit was subsequently dismissed as frivolous, which has been appealed to in the Delhi High Court by DSS and subsequently transferred to District Court. DSS has also initiated arbitration proceedings seeking direction for restoration of the cellular license and the entire business associated with it including all assets of BCL/BMNL to DSS or alternatively, an award for damages. An interim stay has been granted by the Delhi High Court with respect to the commencement of arbitration proceedings. The liability, if any, of Bharti Airtel arising out of above litigation cannot be currently estimated. Since the amalgamation of BCL and erstwhile Bharti Infotel Limited (BIL) with Bharti Airtel, DSS, a minority shareholder in BCL, has been issued 2,722,125 equity shares of Rs. 10 each bringing the share of DSS in Bharti Airtel down to 0.14% as at March 31, 2009. The management believes that, based on legal advice, the outcome of these contingencies will be favourable and that a loss is not probable. Accordingly, no amounts have been accrued or paid in regard to this dispute.
4.
Export Obligation The Group obtained licenses under the Export Promotion Credit Guarantee (‘EPCG’) Scheme for importing capital goods at a concessional rate of customs duty against submission of bank guarantee and bonds. Under the terms of the respective schemes, the Group is required to export goods of FOB value equivalent to, or more than, five times the CIF value of imports in respect of certain licenses and eight times the duty saved in respect of licenses where export obligation has been refixed by the order of Director General Foreign Trade, Ministry of Finance, as applicable within a period of eight years from the import of capital goods. The Export Promotion Capital Goods Scheme, Foreign Trade Policy 2004-2009 as issued by the Central Government of India, covers both manufacturer exporters and service providers. Accordingly, in accordance with Clause 5.2 of the Policy, export of telecommunication services would also qualify. Accordingly the Group was required to export goods and services of FOB value of at least Rs. 2,733,073 thousand (March 31, 2008 - Rs. 1,213,014 thousand).
5.
a)
Estimated amount of contracts to be executed on capital account and not provided for (net of advances) Rs. 64,324,498 thousand (March 31, 2008 - Rs. 85,724,477 thousand).
b) Under the IT Outsourcing Agreement, the Group has commitments to pay Rs. 8,127,823 thousand (March 31, 2008 - Rs. 8,009,806 thousand). www.reportjunction.com 6 Consolidated - Airtel 149-192.p65
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6.
Employee Benefits (a) During the year, the Group has recognized the following amounts in the Profit & Loss Account Defined Contribution Plans (Rs. ‘000) Particulars
For the year ended March 31, 2009
For the year ended March 31, 2008
617,843 2,162 25,080
530,316 1,173 39,683
Employer’s Contribution to Provident Fund*@ Employer’s Contribution to Super annuation Fund # Employer’s Contribution to ESI*
* Included in Contribution to Provident and Other Funds (Refer Schedule 16) # Included in Salaries, Wages and Bonus (Refer Schedule 16) @ Includes Contribution to Defined Contribution Plan for Key Managerial Personnel Defined Benefit Plans Gratuity liability and leave encashment liability are defined benefit obligations and are provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. For the Year ended March 31, 2009 (Rs. ‘000) Particulars Funded
Gratuity # Unfunded
Total
Leave Encashment # Unfunded
Current service cost Interest cost Expected Return on plan assets Actuarial (gain)/loss Past service cost Curtailment and Settlement cost/(credit)
141,233 25,169 (5,288) 124,534 – –
68,969 12,293 – 6,484 – –
210,202 37,462 (5,288) 131,018 – –
214,135 39,434 – 56,308 – –
Net gratuity/Leave encashment cost
285,648
87,746
373,394
309,877
Funded
Gratuity # Unfunded
Total
Leave Encashment # Unfunded
97,549 18,772 (4,803) 87,892 – – 199,410
47,636 9,168 – (4,803) – – 52,001
145,185 27,940 (4,803) 83,089 – – 251,411
231,003 28,807 – 83,897 – – 343,707
# included in Salaries, Wages and Bonus (Refer Schedule 16) For the Year ended March 31, 2008 (Rs. ‘000) Particulars Current service cost Interest cost Expected Return on plan assets Actuarial (gain)/loss Past service cost Curtailment and Settlement cost/(credit) Net gratuity/Leave encashment cost
Particulars Discount Rate Expected Rate of increase in Compensation levels ‘1st Three Years ‘Thereafter Expected Rate of Return on Plan Assets Expected Average remaining working lives of employees (years)
Gratuity
Leave Encashment
7.50%
7.50%
15.00% 7.00% 7.50% 27.74 years
15.00% 7.00% N.A. 27.74 years
Gratuity
Leave Encashment
7.50% 7.00% 7.50% 25.85 years
7.50% 7.00% N.A. 25.85 years
Previous year Assumptions: Particulars Discount Rate Expected Rate of increase in Compensation levels Expected Rate of Return on Plan Assets Expected Average remaining working lives of employees (years)
BHARTI AIRTEL ANNUAL REPORT 2008-09
(b) The assumptions used to determine the benefit obligations are as follows :
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(c)
Reconciliation of opening and closing balances of benefit obligations and plan assets For the Year ended March 31, 2009 (Rs. ‘000) Particulars Change in Projected Benefit Obligation (PBO) Projected benefit obligation at beginning of year Current service cost Interest cost Benefits paid Curtailment and Settlement cost Contribution by plan participants Past service cost Actuarial (gain)/loss Projected benefit obligation at year end Change in plan assets : Fair value of plan assets at beginning of year Expected return on plan assets Actuarial gain/(loss) Employer contribution Contribution by plan participants Settlement cost Benefits paid Fair value of plan assets at year end Net funded status of the plan Net amount recognized
Funded
Gratuity Unfunded
Total
Leave Encashment Unfunded
354,577 141,233 25,169 – – – – (4,281) 516,698
144,913 68,969 12,293 (92,868) – – – 130,011 263,318
499,490 210,202 37,462 (92,868) – – – 125,730 780,016
525,781 214,135 39,434 (217,677) – – – 56,308 617,981
70,502 5,288 (5,288) 10,635 – – – 81,137
– – – – – – – –
70,502 5,288 (5,288) 10,635 – – – 81,137
– – – – – – – –
(263,318) (698,879) (263,318) (698,879)
(617,981) (617,981)
(435,561) (435,561)
For the Year ended March 31, 2008 (Rs. ‘000) Particulars
Total
Leave Encashment Unfunded
250,299 97,549 18,772 (21,529) – – – 9,486 354,577
122,228 372,527 47,636 145,184 9,168 27,940 (102,920) (124,449) – – – – – – 68,801 78,287 144,913 499,489
384,094 231,003 28,807 (202,019) – – – 83,896 525,781
64,037 4,803 (4,803) 27,994 – – (21,529) 70,502
– 64,037 – 4,803 – (4,803) – 27,994 – – – – – (21,529) – 70,502
– – – – – – –
(284,075) (284,075)
(144,913) (428,987) (144,913) (428,987)
(525,781) (525,781)
Funded Change in Projected Benefit Obligation (PBO) Projected benefit obligation at beginning of year Current service cost Interest cost Benefits paid Curtailment and Settlement cost Contribution by plan participants Past service cost Actuarial (gain)/loss Projected benefit obligation at year end Change in plan assets : Fair value of plan assets at beginning of year Expected return on plan assets Actuarial gain/(loss) Employer contribution Contribution by plan participants Settlement cost Benefits paid Fair value of plan assets at year end Net funded status of the plan Net amount recognized
Gratuity Unfunded
(d) The expected rate of return on plan assets was based on the average long-term rate of return expected to prevail over the next 15 to 20 years on the investments made by the LIC. This was based on the historical returns suitably adjusted for movements in long-term government bond interest rates. The discount rate is based on the average yield on government bonds of 20 years. (e) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. www.reportjunction.com 6 Consolidated - Airtel 149-192.p65
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(f) The Group made annual contributions to the LIC of an amount advised by the LIC. The Group was not informed by LIC of the investments made by the LIC or the break-down of plan assets by investment type. (g) Estimated amounts of benefits payable within next year are Rs. 280,188 thousand (March 31, 2008 Rs. 244,312 thousand). (h) The table below illustrates experience adjustment disclosure as per para 120 (n) (ii) of Accounting Standard 15, ‘Employee Benefits’ Gratuity Leave Encashment For the year For the year For the year For the year For the year For the year ended March ended March ended March ended March ended March ended March 31, 2009 31, 2008 31, 2007 31, 2009 31, 2008 31, 2007
Particulars
Defined benefit obligation 780,016 Plan assets 81,137 Surplus / (deficit) (698,879) Experience adjustments on plan liabilities (82,041) Experience adjustments on plan assets (5,288)
499,489 70,502 (428,987)
372,527 64,037 (308,490)
617,981 – (617,981)
525,781 – (525,781)
384,094 – (384,094)
(61,424)
37,174
(25,407)
(69,906)
19,182
(4,803)
394
–
–
–
(i) Movement in provision for Deferred Incentive Plan (Rs. ‘000) Particulars
For the year ended March 31, 2009
For the year ended March 31, 2008
139,843 572,216 133,191 578,868
265,131 108,267 233,555 139,843
Opening Balance Addition during the year Less : Utilized during the year Closing Balance 7.
Investment in Joint Ventures/Jointly owned assets : Jointly owned assets: a)
The Company has participated in various consortiums towards supply, construction, maintenance and providing long term technical support with regards to following Cable Systems. The details of the same are as follows: Cable Project
SMW-4 AAG - Project EASSY - Project EIG - Project IMEWE- Project Unity - Project - Common Unity - Project - Light Up
Total Contribution
WDV As at March 31, 2009 (Rs ‘000)
Share %
(Rs ‘000)
Capital Work In Progress (Rs ‘000)
2,514,188 1,212,110 29,753 550,389 1,157,698 323,939 40,541
331,727 1,212,110 29,753 550,389 1,157,698 323,939 40,541
1,763,754 – – – – – –
10.76% 7.08% 1.11% 7.09% 12.79% 10% 13.91%
b) The Company entered into a Joint Venture with 9 other overseas mobile operators to form a regional alliance called the Bridge Mobile Alliance incorporated in Singapore as Bridge Mobile Pte Ltd. The principal activity of the venture is creating and developing regional mobile services and managing the Bridge Mobile Alliance Programme. The Group has invested USD 2,200 thousand, amounting to Rs. 92,237 thousand, in 2,200 thousand ordinary shares of USD 1 each which is equivalent to an ownership interest of 10.00% as at March 31, 2009 (March 31,2008: USD 2,200 thousands Rs. 92,237 thousand, ownership interest 10.00%). c)
Bharti Infratel Limited has entered into a joint venture agreement on December 8, 2007 with Vodafone Essar Limited and Idea Cellular Limited to form an independent tower company (“Indus Towers Limited”) to provide passive infrastructure services in 16 circles of India. The Company and Vodafone Essar Limited holds 42% each in the Indus Tower Limited and the balance 16% will be held by Aditya Birla Telecom Limited. For this purpose Bharti Infratel Ventures Limited has been incorporated as a wholly owned subsidiary of Bharti Infratel Ltd wherein the relevant assets are to be transferred for ultimate merger in the Indus Towers Limited. Pursuant to the aforesaid agreement, Bharti Infratel Limited has acquired 50,000 equity shares of Rs. 10 each in Indus Towers Limited on December 17, 2007 for an aggregate value of Rs. 500 thousand.
d) Bharti Airtel Services Limited (‘BASL’) entered into a Joint Venture with 6 other parties to form an aircraft chartering company called the Forum I Aviation Limited incorporated in India. The principal activity of the venture is operating aircrafts on charter basis. BASL has further invested in the ordinary shares of Rs. 10
BHARTI AIRTEL ANNUAL REPORT 2008-09
Joint Ventures:
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each amounting to Rs. 5,500 thousand along with other partners, which is equivalent to an ownership interest of 14.28% as at March 31, 2009, taking the cumulative investment in the Joint Venture to Rs. 45,500 thousand (March 31,2008: Rs. 40,000 thousand, ownership interest 14.28%). e)
The following represent the Group’s share of assets and liabilities, and income and results of the joint ventures after elimination of transactions between joint ventures and the Company to the extent of its proportionate share which are included in the Balance Sheet and Profit and Loss Account respectively. (Rs. ‘000) Particulars Balance Sheet Reserve and surplus Fixed assets, (net) Investments Current assets Sundry Debtors Cash and bank Loans and advances Current liabilities and provisions Deferred Tax Liability Unsecured Loans Secure Loan
As at March 31, 2009
As at March 31, 2008
(738,920) 28,252,977 2,824
(34,370) 13,782 23,133
4,569,743 2,041,987 5,604,738 18,117,789 376,982 15,562,449 7,770,000
3,538 60,452 34,504 27,802 – 10,975 – (Rs. ‘000)
Particulars
For the year ended For the year ended March 31, 2009 March 31, 2008
Profit and Loss Account Service revenue Other income Expenses Operating expenses Selling, general and administration expenses Finance expenses/(income) Depreciation Charity and Donation Deferred Tax liability Fringe Benefit Tax Profit/(Loss) Contigent Liability Capital Commitment 8.
8,946,430 41,263
17,563 27,872
7,894,247 210,135 1,051,728 925,915 221 (376,982) 6,198 (723,769)
27,316 35,311 (1,367) 4,027 – – – (19,852)
10,160,782 165
7,728 –
Goodwill The following is the detail of goodwill in the consolidated financial statements of Bharti Airtel as at March 31, 2009: (Rs. ’000) Nature of transaction On Acquisition of 70 per cent equity interest (Previous year 68.89 per cent) in BHL by Bharti Airtel 100 per cent equity interest in SBEL by Bharti Airtel 100 per cent equity interest in BBL by SBEL 10 per cent in Bridge Mobile Pte Ltd, the joint venture Company 100 per cent equity interest in Bharti Aquanet Limited by Bharti Airtel 100 per cent equity interest in Network i2i by Bharti Airtel Total
As at March 31, 2009
As at March 31, 2008
3,067,862 31,070 92,860 4,649 33,578 5,395,355 8,625,374
3,056,346 31,070 92,860 4,649 33,578 5,395,355 8,613,858
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9.
Minority interest represents that part of the net results of operations and of the net assets of a subsidiary attributable to interests which are not owned, directly or indirectly through subsidiary (ies) by Bharti Airtel as follows: (Rs. ‘000) Particulars
As at March 31, 2009
As at March 31, 2008
1,216,200 1,507,331 5,958,513 1,763,221 1,852,275 12,297,540
813,218 1,627,837 5,825,189 875,829 1,000,163 10,142,236
Share Capital Share Premium Reserve arising under Scheme of Arrangement* Share of Opening Reserve Share of current Year Profit/(Loss) Total * Refer Note 2(b) on Schedule 22
10. Rs. 3,728,953 thousand (March 31, 2008 - Rs. 3,666,023 thousand) included under Current Liabilities, represents refundable security deposits received from subscribers on activation of connections granted thereto and are repayable on disconnection, net of outstanding, if any and security deposits received from channel partners. Sundry debtors are secured to the extent of the amount outstanding against individual subscribers by way of security deposit received from them. 11. As at March 31, 2009, 2,090,245 equity shares (March 31, 2008 - 2,317,645 equity shares) of the Company are held by Bharti Tele-Ventures Employee’s Welfare Trust, issued at the rate of Rs. 51.36 per equity share fully paid up. 12. Sales and Marketing in Schedule 17 includes goodwill waivers which are other than trade discount of Rs. 348,853 thousand (March 31, 2008 - 291,774 thousand). 13. Particulars of securities charged against secured loans taken by the Group are as follows: Amount Outstanding (Rs ’000)
11.70%, 50 Non-convertible Redeemable Debentures of Rs. 10,000 thousand each repayment commencing from Dec 2009
500,000
}
Security charges
•
First ranking pari passu charge on all present and future tangible movable and immovable assets owned by Bharti Airtel Limited including plant and machinery, office equipment, furniture and fixtures fittings, spares tools and accessories
•
All rights, titles, interests in the accounts, and monies deposited and investments made there from and in project documents, book debts and insurance policies. First ranking pari passu charge and equitable on all present and future tangible movable and immovable assets (excluding land) owned by Bharti Infratel Limited including plant and machinery, office equipment, furniture and fixtures, spares tools and accessories.
Loan from Bank
6,000,000
•
Loan from Bank
7,770,000
Secured by pari passu first charge by way of hypothecation over the present and future movable assets (tower assets), machinery spares, tools and accessories, excluding receivables of Indus Tower Limited.
17,304
Secured by Hypothecation of Vehicles of the Company
Vehicle Loan from Bank Total
14,287,304
Note: Following shall be excluded from Securities as mentioned above: a)
Intellectual properties of Bharti Airtel.
b) Investment in subsidiaries of Bharti Airtel. c)
BHARTI AIRTEL ANNUAL REPORT 2008-09
Particulars
Licenses issued by DoT to provide various telecom services.
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14. The movement of provision made for site restoration cost and warranty charges in accordance with AS–29 ‘Provisions, Contingent liabilities and Contingent Assets’ notified under Companies (Accounting Standards) Rules, 2006, (‘As amended’) is given below: i)
Site Restoration Cost: (Rs. ‘000) Particulars Opening Balance Addition during the year Closing Balance
ii)
For the year ended March 31, 2009
For the year ended March 31, 2008
5,801,180 4,757,973 10,559,153
3,477,951 2,323,180 5,801,131
For the year ended March 31, 2009
For the year ended March 31, 2008
7,528 9,989 14,459 3,058
2,263 9,296 4,031 7,528
Warranty Charges: (Rs. ‘000) Particulars Opening Balance Addition during the year Less: Utilised/reversed during the year Closing Balance
15. Information about Business Segments - Primary For the year ended March 31, 2009 (Rs. ‘000) Reportable Segments
Mobile Services
Telemedia Services
Enterprises Services Carriers
Enterprise Services Corporate
Passive Infrastructure
Others
Eliminations
Total
Service Revenue/Sale of Goods and Other Income Inter Segment Revenue
295,944,616 8,243,851
31,230,090 2,195,943
22,305,505 45,929,412
12,410,940 4,022,921
12,707,127 38,205,845
446,346 - 375,044,624 3,553,882 (102,151,854) -
Total Revenue
304,188,467
33,426,033
68,234,917
16,433,861
50,912,972
4,000,228 (102,151,854) 375,044,624
Results Segment Result, Profit/(Loss) Net Finance Expense/( Income )
68,746,069 -
8,187,883 -
25,709,297 -
5,927,956 -
3,204,243 -
Net Profit / (Loss)
68,746,069
8,187,883
25,709,297
5,927,956
3,204,243 (25,473,759)
1,684,463
-
-
5,927,956
Revenue
Provision for Tax - Current Tax inclusive of MAT credit - Fringe Benefit Tax - Deferred Tax (Credit)/Charge Minority Interest Net Profit / (Loss) after tax
(6,860,931) 18,612,828
(391,559) 104,522,958 - 18,612,828 (391,559)
85,910,130
8,082,305 408,131 (3,022,126) -
-
8,082,305 408,131 (3,022,126) 1,852,275
3,036,431 (30,942,069)
(391,559)
78,589,545
167,812
67,061,606
8,187,883
25,709,297
Other Information Segment Assets Inter Segment Assets Deferred Tax Asset MAT Credit
233,283,156 143,765,234 -
49,695,333 17,019,515 -
67,169,802 83,586,494 -
12,569,123 202,578,918 18,134,560 17,488,997 -
58,824,123 - 624,120,455 5,273,054 (285,267,855) 292,978 292,978 -
Total Assets
377,048,390
66,714,848 150,756,296
30,703,683 220,067,915
64,390,155 (285,267,855) 624,413,433
Segment Liabilities Inter Segment Liabilities Minority Interest Deferred Tax Liability Total Liabilities Capital Expenditure Depreciation and amortisation
99,760,222 73,289,611 4,540,707 -
8,014,601 47,746,070 -
24,199,314 64,186,124 -
177,590,540
55,760,671
88,385,438
84,543,496 26,143,730
16,717,260 6,102,576
17,926,151 4,779,423
6,648,945 5,567,882 -
94,680,802 18,182,791 7,756,833 -
87,532,765 - 320,836,649 76,295,377 (285,267,855) - 12,297,540 -
12,216,827 120,620,426 163,828,142 (285,267,855) 333,134,189 3,196,169 1,663,136
62,352,487 12,709,477
3,863,082 (21,653,937) 166,944,708 1,029,545 (2,788,905) 49,638,982
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For the year ended March 31, 2008 (Rs. ‘000) Reportable Segments
Mobile Services
Telemedia Services
Enterprises Services Carriers
Enterprise Services Corporate
Passive Infrastructure
Others
Eliminations
Total
Service Revenue/Sale of Goods and Other Income Inter Segment Revenue
213,396,081 5,301,182
27,410,804 1,204,345
21,279,879 22,518,216
10,522,903 3,362,085
202,947 5,820,260
105,882 - 272,918,496 2,430,981 (40,637,069) -
Total Revenue
218,697,263
28,615,149
43,798,095
13,884,988
6,023,207
2,536,863 (40,637,069) 272,918,496
Results Segment Result, Profit/(Loss) Net Finance Expense/(Income )
59,268,732 -
6,108,650 -
11,289,458 -
5,245,003 -
1,242,752 -
(4,192,881) 5,278,690
(567,550) -
78,394,164 5,278,690
Net Profit / (Loss)
59,268,732
6,108,650
11,289,458
5,245,003
1,242,752
(9,471,571)
(567,550)
73,115,474
1,028,770
(61,200)
3,954
-
28,639
9,353,297 402,986 (1,196,238) (398,625) -
-
9,353,297 402,986 (1,196,238) (398,625) 1,000,163
5,245,003
1,214,113 (17,632,991)
(567,550)
63,953,891
Revenue
Provision for Tax - Current Tax - Fringe Benefit Tax - Deferred Tax (Credit)/Charge MAT Credit Minority Interest Net Profit/(Loss) after tax
58,239,962
6,169,850
11,285,504
Other Information Segment Assets Inter Segment Assets Deferred Tax Asset MAT Credit
182,618,616 81,889,201 -
40,938,828 3,987,659 -
50,734,388 52,768,433 -
12,000,110 159,988,394 9,253,769 75,097,903 -
27,313,819 - 473,594,155 123,620 (223,120,585) 765,146 765,146
Total Assets
264,507,817
44,926,487 103,502,821
21,253,879 235,086,297
28,202,585 (223,120,585) 474,359,301
Segment Liabilities 134,429,036 Inter Segment Liabilities 24,192,776 Minority Interest 10,142,236 Provision for tax (Net of Advance Tax) Deferred Tax Liability -
7,462,959 33,917,584 -
20,237,445 44,218,245 -
7,052,951 1,603,505 -
48,585,915 82,506,445 -
26,475,784 - 244,244,090 36,682,030 (223,120,585) - 10,142,236 2,729,149 2,729,149
Total Liabilities
168,764,048
41,380,543
64,455,690
8,656,456 131,092,360
65,886,963 (223,120,585) 257,115,475
91,075,036 27,445,098
11,063,082 5,536,379
17,365,848 3,655,903
6,667,994 116,597,942 1,085,650 1,524,097
2,247,002 (26,973,615) 218,043,289 467,067 (1,611,831) 38,102,363
Capital Expenditure Depreciation and amortisation
Segment Definitions Mobile Services – These services cover telecom services provided through cellular mobile technology wherein a subscriber is connected to the network through wireless equipment. The subscriber can freely roam around anywhere and stay connected wherever the wireless network coverage is available.
Enterprise Services Carriers — The domestic and international long distance services are intermediary services provided to the service providers of cellular or fixed line services. Using these services, these other service providers route their long distance calls i.e. outside local boundaries of a city area. Enterprise Services Corporate — These services include internet services, broadband services, providing bandwidth and other network solutions to corporate customers. Passive Infrastructure Services — These services include setting up, operating and maintaining wireless communication towers, provide network development services and to engage in video, voice, data and internet transmission business in and out of India. Other operations — These comprise the unallocated revenues, profits / (losses), assets and liabilities of the Group none of which constitutes a separately reportable segment. The corporate headquarters’ expenses are not charged to individual segments. Other operation also includes revenues, profits / (losses), assets and liabilities of Direct to Home Services.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Telemedia Services (formerly Broadband and Telephone Services) — These services are provided through wireline connectivity to the subscriber. The end-user equipment is connected through cables from main network equipment (i.e. switch) to subscriber’s premises.
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Notes: 1. Others represents the Unallocated Revenue, Profit/(Loss), Assets and Liabilities. 2. Segment results represents Profit/(Loss) before Finance Expenses and Tax. 3. Capital expenditure pertains to gross additions made to fixed assets during the year excluding goodwill. 4. Segment Assets include Fixed Assets, Capital Work in Progress, Pre-operative Expenses Pending Allocation, Investments, Current Assets and Miscellaneous Expenditure to the extent not written off. 5. Segment Liabilities include Secured and Unsecured loans, Current Liabilities and Provisions. 6. Inter segment Assets/Liabilities represent the inter segment account balances. 7. Inter segment revenues excludes the provision of telephone services free of cost among group companies. Others are accounted for on terms established by management on arm’s length basis. These transactions have been eliminated in consolidation. 8. The accounting policies used to derive reportable segment results are consistent with those described in the “Significant Accounting Policies” note to the financial statements. Also refer Note 18 - Policy of significant accounting policy of Segment reporting of Schedule 22. Information about Geographical Segment – Secondary The Group has operations within India as well as with entities located in other countries. The information relating to the Geographical segments in respect of operations within India, which is the only reportable segment, the remaining portion being attributable to others, is presented below for the year ended March 31, 2009. (Rs. ‘000) Particulars Segment Revenue from external customers based on geographical location of customers (including Other Income) Within India Others Carrying amount of Segment Assets by geographical location Within India Others Cost incurred during the year to acquire segment assets by geographical location Within India Others
As at March 31, 2009
As at March 31, 2008
354,157,278 20,887,346
256,863,565 16,054,931
375,044,624
272,918,496
592,622,311 31,791,122 624,413,433
466,967,501 7,391,800 474,359,301
158,033,878 8,910,830 166,944,708
215,207,988 2,835,301 218,043,289
Notes: 1. ‘Others’ represents the Unallocated Revenue, Assets and acsquisition of Segment Assets of the Group. 2. Assets include Fixed Assets, Capital Work in Progress, Investments, Current Assets and Miscellaneous Expenditure to the extent not written off. 3. Cost incurred to acquire Segment Assets pertains to gross additions made to Fixed Assets during the year.
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16. Related Party Disclosures : In accordance with the requirements of Accounting Standards (AS) -18 on Related Party Disclosures, the names of the related parties where control exists and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management are: List of Related Parties Key Management Personnel : Sunil Bharti Mittal Akhil Gupta Manoj Kohli Other Related Parties Name of the Related Party and Relationship Entity having significant influence Singapore Telecommunications Limited Entities where Key Management Personnel exercises significant influence / Group Companies Comviva Technologies Limited (Formerly Bharti Telesoft Limited) Bharti Teletech Limited Bharti Tele-Ventures Employees Welfare Trust Bharti Wal-Mart Private Limited Bharti Enterprises Limited Bharti Retail Private Limited Bharti Foundation Bharti Electoral Trust Bharti Reatly Private Limited (Formerly Jasmine Projects Private Limited) Tamarind Projects Private Limited Bharti Telecom Limited Telecom (Seychelles) Limited Guernsey Airtel Limited Bharti Del Monte India Private Limited Primerose Projects Private Limited* Bharti AXA Life Insurance Co. Ltd Jersey Airtel Limited Centum Learning Limited (Formerly Bharti Learning System Limited) Jataayu Software Limited Bharti AXA General Insurance Co. Limited Bharti AXA Investment Managers Private Limited Bharti Teleports Limited
BHARTI AIRTEL ANNUAL REPORT 2008-09
* Merged with Bharti Realty Private Limited
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Purchase of fixed assets Sale of fixed assets Purchase of Investments (Mutual Fund) Sales of Investments (Mutual Fund) Rendering of services Receiving of services Fund transferred/includes expenses incurred on behalf of others Fund received/includes expenses incurred on behalf of Company Employee related transaction incurred on behalf of others Employee related transaction incurred on behalf of Company Salary Donation Amount received on exercise of ESOP options Security deposit/Advances paid Security deposit/Advances received Subscription to share capital Share Capital issued Loan from Group Companies Loan to Related Party Subscription to share capital Interest received on fund transferred Closing balance Unsecured Loan Creditors Loans and Advances Debtors Closing Balance Maximum Loans and Advances outstanding during the year Guarnatess and Collaterals
Nature of transaction
– –
1,549,602 (817,723) – – – – –
– –
–
– 531,594 – – – 531,594 531,594 –
– –
– – – – – – –
– –
–
– 9,078 – – – – 9,078 –
Bharti Singapore Telecom TelecommuLimited nications Limited
Related Party Transaction for 2008-09
–
– 437 – – – 437 437
–
– –
–
–
–
–
–
1,328 –
– –
Bharti Wal-Mart Private Limited
Bharti Teletech Limited
–
– (242,405) – (242,405) – – (242,405)
–
– –
–
–
–
(686)
–
22,499 (806,197)
25,952
– 25,952 – – 25,952 – 25,952
–
– (53,600)
–
–
54
(5,737)
1,410
102,508 (100,690)
(17,125) (1,057,542) – –
Comviva Technologies Limited
738
– 738 – – 738 – 738
–
– –
–
–
–
–
–
15,064 (12,434)
– –
Telecom Seychelles Limited
594,779
– 594,779 – – 594,779 – 594,779
–
259,979 –
–
–
–
–
126,293
– –
(44,307) –
Jasmine Projects Private Limited
10,160
– 10,160 – – 10,160 – 10,160
–
– –
–
–
–
–
–
4,165 –
– –
Guernsey Airtel Limited
–
– – – – – – –
–
– –
–
–
–
–
14,622
– –
– –
Tamarind Projects Private Limited
–
– – – – – – –
–
– –
–
–
–
–
17,474
– –
– –
Jasmine Projects Private Limited
447
– 447 – – – – 447
–
– –
–
(1,034)
–
447
–
– –
– –
Bharti Del Monte India Private Limited
(Rs ‘000)
–
– – – – – – –
–
– (188,991)
–
–
–
–
–
– –
– –
Primerose Projects Private Limited
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-
– – – – 107,364
– – 107,364 –
107,364
(11,679) – – – – – – – –
BHARTI AIRTEL ANNUAL REPORT 2008-09
– – –
–
–
–
– – – – – –
Bharti Televentures Employee Welfare Trust
Notes: * Ceased to be Joint Managing Director with effect from August 1, 2008.
23,740
– – – – – – – – –
– – – – – – – – –
Closing Balance
(3,079) – 103,188
– – –
-
–
–
– – 23,740 –
–
–
23,740
–
–
Unsecured Loan Creditors Loans and Advances Debtors
– – – – – –
Bharti Foundation
– – – – 23,887 (51)
Closing balance
Purchase of fixed assets Sale of fixed assets Purchase of Investments (Mutual Fund) Sales of Investments (Mutual Fund) Rendering of services Receiving of services Fund transferred/includes expenses incurred on behalf of others Fund received/includes expenses incurred on behalf of Company Employee related transaction incurred on behalf of others Employee related transaction incurred on hehalf of Company Salary Donation Amount received on exercise of ESOP options Security deposit/Advances paid Security deposit/Advances received Subscription to share capital Share Capital issued Loan from Group Companies Loan to Related Party Subscription to share capital Interest received on fund transferred
Nature of transaction
Bharti AXA Life Insurance Co. Ltd
Related Party Transaction for 2008-09
31,672
– – 31,672 –
31,672
– – – – – – – – –
(365) – –
–
–
–
– – – – 43,559 (477)
Jersey Airtel Limited
470
– – 470 –
470
– – – – – – – – –
(6,210) – –
–
(223,834)
71
– – – – 1,134 –
Bharti Enterprises Limited
62,669
– – 62,669 –
62,669
– – – – – – – – –
(25,721) – –
–
(6,149)
28,850
– 13,650 – – 45 (208,560)
Centum Learning Limited (Formally Bharti Learning System Limited)
6,210
– – 6,210 –
6,210
– – – – – – – – –
(8,248) – –
5,131
(3,936)
13,694
– – – – 17,184 –
Bharti Retail Private Limited
230
– – 230 –
230
– – – – – – – – –
– – –
–
–
–
– – – – 1,552 –
Jataayu Software Ltd
Bharti Axa Investment Managers Private Limited
-
– – – –
–
– – – – – – – – –
– – –
–
(634)
–
-
– – – –
–
– – – – – – – – –
– – –
–
–
–
– – – – – (1,210,027) – 911,887 – – (10,076) –
Bharti Axa General Insurance Co Ltd
-
– – – –
–
– – – – – – – 14,700 –
– – –
–
–
–
– – – – – –
Bharti Teleports Limited
(110,000)
– (110,000) – –
(110,000)
– – – – – – – – –
– 228,977 –
–
–
–
– – – – – –
Sunil Bharti Mittal
(24,733)
– (24,733) – –
(24,733)
– – – – – – – – –
– 60,579 –
–
–
–
– – – – – –
Akhil Gupta *
(7,989)
– (7,989) – –
(7,989)
– – – – – – – – –
– 25,958 –
–
–
–
– – – – – –
Manoj Kohli
(Rs ‘000)
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110,279
Closing Balance
– – – – –
– – – – –
–
147
– – – 147 3,252
3,252
– – 3,252 –
3,252
–
454
147
–
–
–
(50,515)
– (50,515) – –
(50,515)
–
–
– – –
–
(77)
53,607
523,791
523,791
– – 523,791 –
523,791
–
–
(440) – –
1,222
–
189,122
– – – (52,486)
Bharti Realty Private Limited
–
–
– – – –
–
–
–
– – –
–
–
–
– – – (8,666)
Tamarind Projects Private Limited
–
–
– – – –
–
–
–
– – 104,441
–
–
–
– – – –
Bharti Foundation
12,900
13,015
– – 12,900 115
13,015
–
–
(15,873) – –
–
(36,586)
3,263
– 15,642 31 –
Bharti Enterprises Limited
Note: 1) Payment made to Key Management Personnel (excluding Manoj Kohli) is Rs. 264,498 thousand (March 31, 2007: Rs. 232,182 thousand)
–
– – – 110,279
Unsecured Loan Creditors Loan and Advances Debtors
Maximum Loans & Advances during the year
110,279
Closing balance
Bharti Teletech Limited
(14,179) (1,543,914) – – 4,524 5,939 (556,707) (89,785) –
– – 681 –
Purchase of fixed assets – Sale of fixed assets Rendering of services 1,164,107 Receiving of services (1,960,328) Fund transferred/includes expenses incurred on behalf of others 79,265 Fund received/includes expenses incurred on behalf of Company (850,013) Employee related transaction incurred on behalf of others – Employee related transaction incurred on behalf of Company – Salary – Donation – Amount received on exercise of ESOP options – Purchase of shares of Subsidiary Companies (2,658,020)
Comviva Technologies Limited
–
Bharti Wal-Mart Private Limited
Singapore Telecommunication Limited
Nature of transaction
Related Party Transaction for 2007-08
–
(3,197)
– – – (3,197)
(3,197)
–
–
(10,463) – –
5,085
(1,994)
1,998
– – 202 –
Bharti Retail Private Limited
–
–
– – – –
–
–
–
– – 200,000
–
–
–
– – – –
Bharti Electoral Trust
–
– – –
–
–
–
– – – –
Bharti Venturetech Limited
119,043
119,043
– – 119,043 –
119,043
–
–
– – – –
–
– (2,658,020)
(14,750)
– – –
–
–
–
– – – –
Bharti TeleVentures Employee’s Welfare Trust
–
–
– – – –
–
–
–
– 32,087 –
–
–
–
– – – –
Manoj Kohli
(Rs ‘000)
17. Leases a)
Operating Lease – As a Lessee The lease rentals charged during the year for cancelable/non-cancelable leases relating to rent of building premises and cell sites as per the agreements and maximum obligation on long-term non-cancelable operating leases are as follows: (Rs. ‘000)
Particulars Lease Rentals Obligations on non cancelable leases : Not later than one year Later than one year but not later than five years Later than five years Total
As at March 31, 2009
As at March 31, 2008
17,793,314
8,937,331
17,248,848 41,385,602 59,479,474 118,113,924
4,966,705 19,348,131 40,396,172 64,711,008
The escalation clause includes escalation ranging from 0 to 50%, includes option of renewal from 1 to 99 years and there are no restrictions imposed on lease arrangements. b) Operating Lease – As a Lessor i)
The Group has entered into a non-cancelable lease arrangement to provide approximately 100,000 fiber pair kilometers of dark fiber on indefeasible right of use (IRU) basis for a period of 18 years. The lease rental receivable proportionate to actual kilometers accepted by the customer is credited to the Profit and Loss Account on a straight-line basis over the lease term. Due to the nature of the transaction, it is not possible to compute gross carrying amount, depreciation for the year and accumulated depreciation of the asset given on operating lease as at March 31, 2009 and accordingly, disclosures required by AS 19 are not provided.
ii)
The future minimum lease payments receivable are : (Rs. ‘000)
Particulars Not later than one year Later than one year but not later than five years Later than five years Total
As at March 31, 2009
As at March 31, 2008
1,652,438 6,820,540 9,036,409 17,509,387
377,436 1,509,743 2,368,559 4,255,738
iii) The group has acquired Property, Plant and Equipment by means of finance lease to the aggregate value of 468,638 thousand (March 31, 2008 Nil). iv) The Group has entered into a non-cancelable lease arrangement to provide access to the Passive Infrastructure located at 12 Circles on indefeasible right of use (IRU) basis for a period of 6 months to its Joint Venture Company, Indus Tower Limited from January 1, 2009. The lease rental receivable is credited to the Profit and Loss Account on a straight-line basis over the lease term. c)
Service Charges – As a Lessor The service charges recognized as income during the year for cancelable arrangements relating to services for cell sites as per the agreements is Rs. 227,560 thousand.
d) Finance Lease – As a Lessor
As at March 31, 2009 (Rs. ‘000) Particulars Not later than one year Later than one year but not later than five years Total
Gross Investment
Unearned Finance Income
Present Value
2,436 218 2,654
94 2 96
2,342 216 2,558
Gross Investment
Unearned Finance Income
Present Value
8,756 2,970 11,726
513 94 607
8,243 2,876 11,119
As at March 31, 2008 (Rs. ‘000) Particulars Not later than one year Later than one year but not later than five years Total
BHARTI AIRTEL ANNUAL REPORT 2008-09
During the year the Group has given certain VSAT assets under finance lease. The reconciliation between the total of minimum lease payments as at March 31, 2009 and their present value is as follows:
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e)
The Company entered into a composite IT outsourcing agreement, whereby the vendor supplied fixed assets and IT related services to the Company. Based on the risks and rewards incident to the ownership, the fixed assets received are accounted for as a finance lease transaction. Accordingly, the asset and liability are recorded at the fair value of the leased assets at the time of receipt of the assets, since it is not possible for the Company to determine. These assets are depreciated over their useful lives as in the case of the Company’s own assets. Since the entire amount payable to the vendor towards the supply of fixed assets during the year is accrued, there are no minimum lease payments outstanding as at the year-end in relation to these assets and accordingly, other disclosures as per AS 19 are not applicable. There are no restrictions imposed on lease arrangements. 18. The breakup of Net Deferred Tax Asset/(Liability) into major components of the respective balances is as follows: (Rs. ‘000) As at As at March 31, 2009 March 31, 2008 Provision for doubtful debts/advances charged in financial statement but allowed as deduction under the Income Tax Act in future years (to the extend considered realisable) 4,402,962 3,237,404 Depreciation claimed as deduction under Income Tax Act but chargeable in the financial statement in future years (12,930,773) (7,312,535) Other expenses claimed as deduction in the financial statement but allowed as deduction under Income Tax Act in future year on actual 3,014,334 241,495 Foreign exchange fluctuation and MTM losses charged in financial statement but allowed as deduction under the Income Tax Act in future years (by way of depreciation and actual realisation, respectively) 5,043,597 695,095 Brought Forward Loss 762,858 409,392 Net Deferred Tax Assets/(Liability) 292,978 (2,729,149) The tax impact for the above purpose has been arrived at by applying a tax rate of 33.99% being the substantively enacted tax rate for Indian companies under the Income Tax Act, 1961. 19. Employee stock compensation (i) Pursuant to the shareholders’ resolutions dated February 27, 2001 and September 25, 2001, the Company introduced the “Bharti Tele-Ventures Employees’ Stock Option Plan” (hereinafter called “the Old Scheme”) under which the Company decided to grant, from time to time, options to the employees of the Company and its subsidiaries. The grant of options to the employees under the ESOP Scheme is on the basis of their performance and other eligibility criteria. (ii) On August 31, 2001 and September 28, 2001, the Company issued a total of 1,440,000 equity shares at a price of Rs. 565 per equity share to the Trust. The Company issued bonus shares in the ratio of 10 equity shares for every one equity share held as of September 30, 2001, as a result of which the total number of shares allotted to the trust increased to 15,840,000 equity shares. (iii) Pursuant to the shareholders’ further resolution dated September 6, 2005, the Company announced a new Employee Stock Option Scheme (hereinafter called “the New Scheme”) under which the maximum quantum of options was determined at 9,367,276 options to be granted to employees from time to time on the basis of their performance and other eligibility criteria. (iv) All above options are planned to be settled in equity at the time of exercise and have maximum period of 7 years from the date of respective grants. The plans existing during the year are as follows: a) 2001 Plan under the Old Scheme The options under this plan have an exercise price of Rs. 22.50 per share and vest on a graded basis as follows: Vesting period from the grant date Vesting schedule For options with a vesting On completion of 12 months 20% period of 36 months: On completion of 24 months 30% On completion of 36 months 50% For options with a vesting period of 42 months:
On On On On
completion completion completion completion
of of of of
12 18 30 42
months months months months
15% 15% 30% 40%
For options with a vesting period of 48 months:
On On On On
completion completion completion completion
of of of of
12 24 36 48
months months months months
10% 20% 30% 40%
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b) 2004 Plan under the Old Scheme. The options under this plan have an exercise price of Rs. 70 per share and vest on a graded basis as follows: Vesting period from the grant date For options with a vesting period of 48 months:
c)
On On On On
completion completion completion completion
of of of of
12 24 36 48
Vesting schedule
months months months months
10% 20% 30% 40%
Super-pot Plan under the Old Scheme The options under this plan have an exercise price of Rs. Nil per share and vest on a graded basis as follows: For options with a vesting period of 36 months:
Vesting period from the grant date
Vesting schedule
On completion of 12 months On completion of 24 months On completion of 36 months
30% 30% 40%
d) 2006 Plan under the Old Scheme The options under this plan have an exercise price of Rs. 10 per share and vest on a graded basis from the effective date of grant as follows: For options with a vesting period of 48 months: e)
Vesting period from the grant date
Vesting schedule
On completion of 36 months On completion of 48 months
50% 50%
2005 Plan under the New Scheme The options under this plan have an exercise price in the range of Rs. 221 to Rs 922 per share and vest on a graded basis from the effective date of grant as follows: Vesting period from the grant date For options with a vesting period of 48 months:
f)
On On On On
completion completion completion completion
of of of of
12 24 36 48
Vesting schedule
months months months months
10% 20% 30% 40%
2008 Plan and Annual Grant Plan (AGP) under the New Scheme The options under this plan have an exercise price in the range of Rs. 590 to Rs. 673 per share and vest on a graded basis from the effective date of grant as follows:
For options with a vesting period of 36 months:
Vesting period from the grant date
2008 Plan Vesting schedule
AGP Vesting schedule
On completion of 12 months On completion of 24 months On completion of 36 months
25% 35% 40%
33% 33% 33%
g) Infratel Options The options under this plan have an exercise price of Rs. 340 per share and vest on a graded basis from the effective date of grant as follows: On On On On
completion completion completion completion
of of of of
12 24 36 48
months months months months
Vesting period from the grant date For options with a vesting period of 60 months:
On On On On On
completion completion completion completion completion
of of of of of
12 24 36 48 60
months months months months months
Vesting schedule 15% 20% 30% 35% Vesting schedule 20% 20% 20% 20% 20%
BHARTI AIRTEL ANNUAL REPORT 2008-09
Vesting period from the grant date For options with a vesting period of 48 months:
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(v) The information concerning stock options granted, exercised, forfeited and outstanding at the year-end is as follows: (Shares in Thousands)
As of March 31, 2009 Number of Weighted stock options average In (000) exercise price
2001 Plan Number of shares under option: Outstanding at beginning of year Granted Exercised* Cancelled or expired Outstanding at the year end Exercisable at end of year Weighted average grant date fair value/ exercise price per option for options granted during the year/period at less than market value 2004 Plan Number of shares under option: Outstanding at beginning of year Granted Exercised* Cancelled or expired Outstanding at the year end Exercisable at end of year Weighted average grant date fair value/ exercise price per option for options granted during the year/period at less than market value Superpot Plan Number of shares under option: Outstanding at beginning of year Granted Exercised* Cancelled or expired Outstanding at the year end Exercisable at end of year Weighted average grant date fair value/ exercise price per value for options granted during the year/period at less than market value
(Rs.)
Weighted average remaining contractual life (in Years)
37 – 11 7 19 19
22.50 – 22.50 – 22.50 22.50
– – – – 0.00 to 3.25 –
–
–
478 – 189 – 289 289
(Rs.)
Weighted average remaining contractual life (in Years)
131 – 44 50 37 37
22.50 – 22.50 – 22.50 22.50
– – – – 0.25 to 4.25 –
–
–
–
–
70.00 – 70.00 – 70.00 70.00
– – – – 1.76 to 2.25 –
755 – 207 70 478 478
70.00 – 70.00 – 70.00 70.00
– – – – 2.76 to 3.25 –
–
–
–
–
–
–
6 – – – 6 6
– – – – – –
– – – – 2.25 –
25 – 17 2 6 6
– – – – – –
– – – – 3.25 –
–
–
–
–
–
–
10.00 10.00 10.00 – 10.00 10.00
– – – – 5.07 to 5.35 –
1,251 300 17 141 1,393 –
10.00 10.00 – – 10.00 –
– – – – 5.58 –
526.50
–
300.47
645.14
–
474.60 – 268.16 – 474.60 474.60
– – – – 3.44 to 5.92 –
3,020 1,863 249 793 3,841 289
287.66 851.47 249.51 – 474.60 474.60
– – – – 4.44 to 6.92 –
–
–
1,863
345.79
–
– 3,108 – 211 2,897 –
– 660.72 – – 662.44 –
– – – – – –
– – – – – –
– – – – – –
– – – – – –
3,108
308.87
–
–
–
–
– 2,450 – – 2,450 –
– 340.00 – – 340.00 –
– – – – – –
– – – – – –
– – – – – –
– – – – – –
2,450
374.81
–
–
–
–
2006 Plan Number of shares under option: Outstanding at beginning of year 1,393 Granted 130 Exercised* 18 Cancelled or expired 300 Outstanding at the year end 1,205 Exercisable at end of year 34 Weighted average grant date fair value/ exercise price per value for options granted during the year/period at less than market value 130.47 Scheme 2005 Number of shares under option: Outstanding at beginning of year 3,841 Granted – Exercised 239 Cancelled or expired 603 Outstanding at the year end 2,999 Exercisable at end of year 938 Weighted average grant date fair value/ exercise price per option for options granted during the year/period at less than market value – Scheme 2008 & Annual Grant Plan Number of shares under option: Outstanding at beginning of period Granted Exercised Cancelled or expired Outstanding at period end Exercisable at end of period Weighted average grant date fair value/ exercise price per option for options granted during the period at less than market value Infratel Options Number of shares under option: Outstanding at beginning of period Granted Exercised Cancelled or expired Outstanding at period end Exercisable at end of period Weighted average grant date fair value/ exercise price per option for options granted during the period at less than market value
As of March 31, 2008 Number of Weighted stock options average In (000) exercise price
*Options have been exercised out of the shares issued to the trust The weighted average share price during the year was Rs.733.62. www.reportjunction.com 6 Consolidated - Airtel 149-192.p65
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(vi) The fair value of the options granted was estimated on the date of grant using the Black-Scholes / Lattice valuation model with the following assumptions Particulars Risk free interest rates Expected life Volatility Dividend yield Wtd average share price on the date of grant
For the year ended March 31, 2009
For the year ended March 31, 2008
4.45% to 9.70% 48 to 60 months 36.23% to 41.39% 0.00% 616.80 to 832.55
6.45% to 8.25% 48 to 66 months 40.09% to 41.33% 0.00% 719.95 to 946.90
The volatility of the options is based on the historical volatility of the share price since the Group’s equity shares became publicly traded, which may be shorter than the term of the options. (vii) The balance of deferred stock compensation as on March 31, 2009 is Rs. 1,495,823 thousand (March 31, 2008 Rs. 687,353 thousand) and total employee compensation cost recognised for the year then ended is Rs. 893,527 thousand (March 31, 2008 Rs. 324,500 thousand). 20. Earnings per Share As at March 31, 2009
As at March 31,2008
Nominal value of equity shares (Rs.) 10 Weighted average number of equity shares outstanding during the year 1,898,105,039 Dilutive effect on weighted average number of equity shares outstanding during the year* 565,047 Weighted Average number of Equity shares and Equity Equivalent shares for computing Diluted EPS 1,898,670,086
10 1,897,378,958
Particulars
1,549,696 1,898,928,654
*Diluted effect on weighted average number of equity shares and profit attributable is on account of Foreign Currency Convertible bonds and Employee Stock Option Plan (ESOP). 21. Forward Contracts & Derivative Instruments The Group’s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. The Group uses derivative financial instruments such as foreign exchange contracts, Option contracts and interest rate swaps to manage its exposures to interest rate and foreign exchange fluctuations. The following table details the status of the Group’s exposure as on March 31, 2009:
A
B
C D E
Particulars
Notional Value Notional Value (March 31, 2009) (March 31, 2008)
For Loan related exposures * a) Forwards b) Options c) Interest Rate Swaps
58,581,419 16,087,384 12,572,404
47,865,985 13,566,374 20,181,708
Total
87,241,206
81,614,067
For Trade related exposures * a) Forwards b) Options
5,347,203 534,975
3,197,778 2,687,125
Total
5,882,178
5,884,903
34,834,314 30,470,083 -
25,052,788 12,951,335 -
Unhedged foreign currency borrowing Unhedged foreign currency payables Unhedged foreign currency receivables
*All derivatives are taken for hedging purposes only and trade related exposure includes hedges taken for forecasted receivables. The Group had followed the accounting policy to adjust foreign exchange fluctuation on loans/liability for fixed assets till June 30, 2008, as per the requirement of Schedule VI of the Companies Act, 1956 based on a legal advice. During the year, effective April 1, 2008, the Group has adopted the treatment prescribed in Accounting Standard (AS-11) “Effect of Changes in Foreign Exchange Rates” notified in the Companies (Accounting Standard) Rules 2006 (‘As Amended’) dated December 7, 2006. Instead of capitalising/decapitalising such fluctuation, as per policy hitherto followed, the Company has, with effect from the April 1, 2008, charged/credited such fluctuations directly to the Profit & Loss Account. Had the Group continued with its earlier policy, net profit after tax would have been higher by Rs. 13,024,368 thousand for year ended March 31, 2009 (lower by Rs. 2,923,206 thousand for the year ended March 31, 2008), and net fixed assets would have been higher by Rs. 16,924,162 thousand and deferred tax asset would have been lower by Rs. 3,696,041 thousand.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Sr No
189
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The Group has accounted for derivatives, which are covered under the Announcement issued by the ICAI, on marked-to-market basis and has recorded reversals of losses for earlier period of Rs. 1,835,399 thousand for the year ended March 31, 2009 (including reversal of losses recognised in earlier periods Rs. 1,230,080 thousand towards embedded derivatives) (March 31, 2008 recorded marked-to-market loss of Rs. 2,044,991 thousand (including loss of Rs. 1,230,080 thousand towards embedded derivatives). 22. During the year ended March 31, 2005 the Company issued USD 115,000,000 Zero Coupon Convertible Bonds due 2009 (the “FCCBs”). The FCCBs are convertible at any time on or after June 12, 2004 (or such earlier date as is notified to the holders of the FCCBs by the Issuer) up to April 12, 2009 by holders into fully paid equity shares with full voting rights with a par value of Rs 10 each of the Issuer (“Shares”) at an initial Conversion Price (as defined in the “Terms and Conditions of the FCCBs”) of Rs. 233.17 per share with a fixed rate of exchange on conversion of Rs. 43.56 = USD 1.00. The Conversion Price is subject to adjustment in certain circumstances. The FCCBs could be redeemed, in whole or in part, at the option of the Issuer at any time on or after May 12, 2007 and prior to April 12, 2009, subject to satisfaction of certain conditions, at their “ Early Redemption Amount” (as defined in the “Terms and Conditions of the FCCBs”) at the date fixed for such redemption if the “Closing Price” (as defined in the “Terms and Conditions of the FCCBs”) of the Shares translated into U.S. dollars at the “prevailing rate” (as defined in the “Terms and Conditions of the FCCBs”) for each of 30 consecutive “Trading Days” (as defined in the “Terms and Conditions of the FCCBs”), the last of which occurs not more than five days prior to the date upon which notice of such redemption is published, is greater than 120 percent of the “Conversion Price” (as defined in the “Terms and Conditions of the FCCBs”) then in effect translated into U.S. dollars at the rate of Rs. 43.56 = USD 1.00. The FCCBs could also be redeemed in whole, and not in part, at any time at the option of the Issuer at their Early Redemption Amount if less than 5 percent in aggregate principal amount of the FCCBs originally issued is outstanding. The FCCBs could also be redeemed in whole, at any time at the option of the Issuer at their Early Redemption Amount in the event of certain changes relating to taxation in India. The Issuer will, at the option of any holder of any FCCBs, repurchase at the Early Redemption Amount such FCCBs at such time as the Shares cease to be listed or admitted to trading on the NSE or upon the occurrence of a “Change of Control” (as defined in the “Terms and Conditions of the FCCBs”) in respect of the Issuer. These FCCBs were listed in the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Company has during the year ended March 31, 2009, converted FCCBs equivalent to USD 500,000 into 93,408 equity shares of the Company at the option exercised by the bond holders which is as follows: Date of Allotement
No. of shares allotted
FCCB value (USD)
93,408 93,408
500,000 500,000
2-Jun-08 Total
Before April 12, 2009, the Company has received notices for conversion of the FCCBs, equivalent to USD 350,000 convertible into 65,385 equity shares of the Company. The balance FCCBs equivalent to USD 50,000 will be redeemed in US Dollars at 111.84% of their principal amount after completion of the statutory formalities. 23. The Board of Directors in its meeting held on April 29, 2009 have approved sub-division (share split) of existing equity shares of Rs. 10 each into 2 equity shares of Rs. 5 each, subject to the approval of its shareholders. 24. The Board of Directors recommended a final dividend of Rs. 2.00 per equity share of Rs. 10.00 each (20% of face value) for financial year 2008-09. The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. 25. As at March 31, 2009, the accumulated losses of Bharti Airtel Services Limited, Bharti Airtel (USA) Limited, Bharti Airtel (Canada) Limited, Bharti Airtel (Hongkong) Limited, Bharti Infratel Ventures Limited and Bharti Telemedia Limited exceed the net worth of the respective companies. However, in view of the support from Bharti Airtel, the holding Company, the accounts of these companies including Bharti Airtel (Singapore) Private Limited, Bharti Airtel Holdings (Singapore) Pte Limited and Bharti Airtel (UK) Limited, are prepared on a going concern basis. 26. Previous year figures have been regrouped/reclassified where necessary to conform to the current year’s classification.
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Bharti Hexacom Limited
Network i2i Limited
Bharti Airtel Services Limited
Bharti Airtel (Singapore) Private Limited
Bharti Infratel Limited #
Bharti Telemedia Limited
Bharti Airtel (UK) Limited
Bharti Airtel (Canada) Limited
Bharti Airtel Lanka (Pvt) Limited
Bharti Airtel Holdings
1
2
3
4
5
6
7
8
9
10
Bharti Infratel Ventures Limited
Bharti Airtel (Hongkong) Limited
Bharti Infratel (Lanka) Private Limited
12
13
14
BHARTI AIRTEL ANNUAL REPORT 2008-09
@ Including Share Application money
Bharti Airtel (USA) Limited
11
Singapore
Srilanka
Canada
United Kingdom
India
India
Singaore
India
Mauritius
India
Registration
of
Country
Srilanka
Hongkong
India
United States of America
Subsidiary Company
No.
(Singapore) Pte Limited @
Name of the
S.
-
26,333
500
-
1,106,170
2,107,172
4
28,126
102,000
5,651,559
20,139
1,000
363,150
2,500,000
Capital
-
(29,079)
(659)
(265,602)
50,182
(1,568,925)
(24,961)
37,760
(2,476,018)
98,854,817
(14,236)
(148,171)
354,153
12,635,684
Reserves
-
149,909
110
1,456,706
1,156,507
6,230,830
6,880
175,685
6,852,600
177,998,954
3,564,400
2,043,901
10,301,867
24,750,492
Assets
Total
-
152,656
269
1,722,308
155
5,692,582
31,838
109,799
9,226,618
73,492,578
3,558,497
2,191,072
9,584,563
9,614,808
Liabilities
Total
-
-
-
-
-
-
-
-
-
2,871,150
-
45,500
-
-
in Subsidiary
Investment
Other than
Investments
-
160
-
905,681
-
94,503
4,043
46,299
73,553
26,154,386
311,565
4,925,832
1,095,161
22,875,651
Turnover
-
(13,812)
(328)
(228,029)
56,021
(1,584,773)
(21,886)
(17,217)
(2,230,055)
4,374,423
12,195
(19,354)
585,370
5,615,728
Taxation
Before
Profit/(Loss)
-
-
-
-
5,436
25,814
-
-
6,935
1,411,046
14,734
16,703
-
160,647
Taxation
for
Provision
-
(13,812)
(328)
(228,029)
50,584
(1,610,587)
(21,886)
(17,217)
(2,236,990)
2,963,377
(2,539)
(36,057)
585,370
5,455,081
Taxation
After
Profit/(Loss)
Statement pursuant to exemption received under Section 212 (8) of the Companies Act,1956 relating to subsidiary companies for the year ended March 31, 2009
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Dividend
Proposed
(Rs ‘000)
18
Circle
offices
Andhra Pradesh Splendid Towers, Opp.Begumpet Police Station, Begumpet, Hyderabad – 500016 Tel: +91-40-2790 4100 Fax: +91-98490 11841
Kerala N.H. Bypass, Kundanoor Junction, Maradu P.O, Kochi - 682 304 Tel: +91-98950 98950 Fax: +91-98953 38715
Bihar 7th Floor, Anand Vihar, Boring Canal Road, Patna - 800001, Tel: +91-612–2223141 Fax: +91-612-2222375
Madhya Pradesh and Chhatisgarh 3rd & 4th Floor, Metro Tower, Near Vijay Nagar, Indore - 452010, Madhya Pradesh Tel: +91-731–4031 170 Fax: +91-731-4031 101
Delhi and NCR Unitech World, Cyber Park Tower-A, Sector-39, Gurgaon - 122 001 Haryana Tel: +91-124–4552302 Fax: +91-124-4552233 270, Udyog Vihar, Phase II, Gurgaon – 122001 Haryana Tel: +91-124–4246644 Fax: +91-124-4246504 Gujarat Zodiac Square, 2nd floor, S.G. Road, Opp Gurudwara, Ahmedabad - 380 054 Tel: +91-79–2754 4527 Fax: +91-79-4009 0114 Haryana, Punjab and Himachal Pradesh C-25, Industrial Area, Phase-2, SAS Nagar, Mohali-160 055 Tel: +91-98151 98151 Fax: +91-172-4670015 Jammu and Kashmir B-2, Third Floor, South Block, Bahu Plaza, Jammu – 180 012 Tel: +91-191–2473751 Fax: +91-191-2473737 Karnataka No. 55, Divyasree Towers, Opp Jayadeva Hospital, Banerghatta Road, Bangalore 560 076 Tel: +91-80–4121 8060 Fax: +91-80-4121 8070
Mumbai, Maharashtra and Gujarat Interface Bldg No. 7, 7th Floor, Off Malad Link Road, Malad West, Mumbai - 400053 Tel: +91-22–4003 1400 Fax: +91-22-4003 1505 North East States and Assam Megaplaza, 4th floor, G.S. Road, Christian Basti, Guwahati - 78005, Assam Tel: +91-361-2341369 Fax: +91-361-2341370 Orissa 3rd floor, C6/53, Epari Plaza, Kharvela Nagar, Bhubaneswar - 751 001 Tel: +91-674-2536569 Fax: +91-674-2532801 Tamil Nadu and Chennai Oceanic Towers 101 Santhome High Road Santhome, Chennai 600 028 Tel: +91 98400 98400 Fax: +91-44-4213 7123 Uttar Pradesh Airtel Tower, 12, Rani Laxmi Bai Marg, Hazratgunj, Lucknow - 226001 Tel: +91-522-2231073 Fax: +91-522-4009399 West Bengal Infinity Building, 6th floor, Sector V, Salt Lake, Kolkata - 700 091 Tel: +91-33-2357 5332 Fax: +91-33-40060 0664/5 www.reportjunction.com
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BHARTI AIRTEL LIMITED Regd. Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi - 110 007, India.
NOTICE Notice is hereby given that the fourteenth annual general meeting of the members of Bharti Airtel Limited will be held on Friday, 21st day of August, 2009 at 03.30 P.M. at Air Force Auditorium, Subroto Park, New Delhi 110010 to transact the following businesses:ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2009, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date and the reports of the Board of directors and auditors thereon. 2. To declare dividend on equity shares. 3. To appoint a director in place of Mr. Akhil Kumar Gupta, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a director in place of Mr. Ajay Lal, who retires by rotation and being eligible, offers himself for re-appointment.
hereby appointed as a director of the Company, liable to retire by rotation.” 10. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution: “Resolved that pursuant to the provisions of section 257 and other applicable provisions, if any, of the Companies Act, 1956, Mr. Craig Edward Ehrlich be and is hereby appointed as a director of the Company, liable to retire by rotation.”
Registered Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi - 110 070, India. Date: April 29, 2009
By order of the Board For Bharti Airtel Limited Vijaya Sampath Group General Counsel & Company Secretary
NOTES: 5. To appoint a director in place of Mr. Arun Bharat Ram, who retires by rotation and being eligible offers himself for re-appointment. 6. To appoint a director in place of Mr. Narayanan Kumar, who retires by rotation and being eligible, offers himself for re-appointment. 7. To appoint M/s. S.R. Batliboi & Associates, Chartered Accountants, Gurgaon, as the statutory auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting and to authorize the Board/Audit Committee to fix their remuneration. SPECIAL BUSINESS 8. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution: “Resolved that pursuant to the provisions of section 257 and other applicable provisions, if any, of the Companies Act, 1956, Mr. Quah Kung Yang be and is hereby appointed as a director of the Company, liable to retire by rotation.” 9. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution: “Resolved that pursuant to the provisions of section 257 and other applicable provisions, if any, of the Companies Act, 1956, Mr. Nikesh Arora be and is
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PROXY FORM IS APPENDED WITH THE ADMISSION SLIP. 2. The notice of the annual general meeting will be sent to those members whose names appear on the register of members as on Tuesday, June 30, 2009. 3. Annual Report is available at the website of the Company at www.airtel.in in the Investor Relations section. 4. The Register of Members and Share Transfer books of the Company will remain closed from Friday, July 31, 2009, to Friday, August 21, 2009 (both days inclusive), in terms of the provisions of the Companies Act, 1956 and the listing agreement with the stock exchanges where the shares of the Company are listed for the purpose of annual general meeting & determining the names of the members eligible for dividend on equity shares, if declared at the meeting.
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5. The dividend, if declared at the meeting, will be paid on or before the 30th day from the date of declaration of dividend i.e. September 20, 2009, to those members, whose names will appear in the Register of Members on the close of the day on July 30, 2009; in case, the shares are held in dematerialized form, to those beneficiaries, whose names are furnished by the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owner on that date. 6. Members, who hold shares in the physical form and desirous of availing ECS facility for direct credit of dividend to their bank account, may submit their requisite request in the enclosed form to the Company’s Registrars and Share Transfer Agents, Karvy Computershare Private Limited, at Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Andhra Pradesh (the Registrar). The ECS mandate, in order to be effective, should be submitted to the Registrar on or before July 30, 2009 so as to receive the dividend, if declared through ECS. In respect of shareholders holding shares in electronic form, the bank details as furnished by the respective depositories to the Company will be used for the purpose of distribution of dividend through ECS. The Company/the Registrars will not act on any direct request from members holding shares in dematerialized form for change/deletion of such bank details. 7. Members who are holding shares in physical form are requested to address all correspondence concerning, registration of transfers, transmissions, sub-division, consolidation of shares or any other share related matters and/or change in address, or updation thereof to Company’s Registrars & Share Transfer Agents, Karvy Computershare Private Limited, at Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Andhra Pradesh. Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updations of bank account details to their respective depository participants. Any query related to dividend should be directed to the Registrars and Share Transfer Agents of the Company. 8. Information regarding particulars of the directors to be appointed and the directors seeking reappointment requiring disclosure in terms of the listing agreement and the explanatory statement pursuant to Section 173 of the Companies Act, 1956, are annexed hereto. The committee chairmanships/memberships considered for the purposes of disclosure are those prescribed under clause 49(I)(C) of the Listing Agreement(s) viz. Audit Committee and Shareholders’/Investors Grievance Committee of Indian public limited companies.
9. Corporate members are requested to send a duly certified copy of the board resolution/power of attorney authorising their representative to attend and vote at the annual general meeting. 10. Statutory Registers and documents referred to in the accompanying notice and explanatory statement, including certificate from the Auditors of the Company under clause 14 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are open for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of annual general meeting and will also be available for inspection at the meeting. 11. Members having any questions on accounts are requested to send their queries at least ten days in advance to the Company at its registered office address to enable the Company to collect the relevant information. 12. Members/proxies are requested to bring duly filled admission/attendance slips sent herewith along with the copies of annual reports at the meeting. 13. For the security and safety of the shareholders, no article/baggage including water bottles and tiffin boxes will be allowed at the venue of the meeting. The members / attendees are strictly requested not to bring any article / baggage, etc. at the venue of the meeting. MEMBERS MAY PLEASE NOTE THAT NO GIFTS/ GIFT COUPONS SHALL BE DISTRIBUTED AT THE VENUE OF THE MEETING. EXPLANATORY STATEMENT (Pursuant to the provisions of section 173(2) of the Companies Act, 1956) ITEM No. 8 Mr. Quah Kung Yang was appointed as an additional director on the Board of the Company w.e.f. August 01, 2008. Pursuant to the provisions of section 260 of the Companies Act, 1956 read with Article 123(i) of the Articles of Association of the Company, Mr. Quah Kung Yang holds office upto the date of this fourteenth annual general meeting. The Company has received notice under section 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Quah Kung Yang as director of the Company, liable to retire by rotation along with the prescribed deposit of Rs. 500/-. None of the directors except Mr. Quah Kung Yang is concerned or interested in the resolution. The Board recommends appointment of Mr. Quah Kung Yang as director liable to retire by rotation as set out in item no. 8. www.reportjunction.com
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ITEM No. 9 Mr. Nikesh Arora was appointed as an additional director on the Board of the Company w.e.f. October 30, 2008. Pursuant to the provisions of section 260 of the Companies Act, 1956 read with Article 123(i) of the Articles of Association of the Company, Mr. Nikesh Arora holds office upto the date of this fourteenth annual general meeting. The Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Nikesh Arora as director of the Company, liable to retire by rotation along with the prescribed deposit of Rs. 500/-. None of the directors except Mr. Nikesh Arora is concerned or interested in the resolution. The Board recommends appointment of Mr. NIkesh Arora as director liable to retire by rotation as set out in item no. 9. ITEM No. 10 Mr. Craig Edward Ehrlich was appointed as an additional director on the Board of the Company w.e.f. April 29, 2009. Pursuant to the provisions of section 260 of the
Companies Act, 1956 read with Article 123(i) of the Articles of Association of the Company, Mr. Craig Ehrlich holds office upto the date of this fourteenth annual general meeting. The Company has received notice under section 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Craig Ehrlich as director of the Company, liable to retire by rotation along with the prescribed deposit of Rs.500/-. None of the directors except Mr. Craig Ehrlich is concerned or interested in the resolution. The Board recommends appointment of Mr. Craig Ehrlich as director liable to retire by rotation as set out in item no. 10.
Registered Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi - 110 070, India. Date: April 29, 2009
By order of the Board For Bharti Airtel Limited Vijaya Sampath Group General Counsel & Company Secretary
Information on directors seeking appointment/re-appointment at the forthcoming Annual General Meeting (pursuant to clause 49 of the Listing Agreement).
Mr. Akhil Kumar Gupta Director Identification Number
00028728
Date of birth
22nd December, 1955
Qualifications
Chartered Accountant. Advanced Management Program at Harvard Business School, USA
Experience and expertise in specific functional area
Financial Management
Shareholding in Bharti Airtel Limited
1,091,692 shares
Directorships held in other Indian public limited companies
Bharti AXA General Insurance Company Limited Bharti AXA Life Insurance Company Limited Bharti Infratel Limited Bharti Infratel Ventures Limited Bharti Retail (Holdings) Private Limited* Bharti Telecom Limited Bharti Teletech Limited Bharti Wal-Mart Private Limited* Comviva Technologies Limited Indus Towers Limited Mehrauli Realty Consultants Limited
Membership/Chairmanship of committees in public limited companies in India
Bharti Airtel Limited - Investor Grievance Committee (Chairman) Bharti Infratel Limited - Audit Committee (Member) Bharti Telecom Limited - Audit Committee (Member) Bharti Telecom Limited - Share Transfer Committee (Member) Bharti Teletech Limited - Audit Committee (Chairman) Bharti Wal-Mart Private Limited* – Audit Committee (Member) Indus Towers Limited – Audit Committee (Chairman)
* Public limited company in terms of section 3(1) (iv)(c) of the Companies Act, 1956
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Mr. Ajay Lal Director Identification Number
00030388
Date of birth
8th August, 1961
Qualifications
Engineering from IIT New Delhi MBA from IIM Kolkata Advanced Management Program Graduate from Harvard Business School.
Experience and expertise in specific functional area
Management, Private Equity, Project Finance and Corporate Banking
Shareholding in Bharti Airtel Limited
10,000 shares
Directorships held in other public limited companies in India
The Catholic Syrian Bank Limited
Membership/Chairmanship of committees in public limited companies in India
Bharti Airtel Limited - Audit Committee (Member) The Catholic Syrian Bank Limited - Audit Committee (Member)
Mr. Arun Bharat Ram Director Identification Number
00694766
Date of birth
15th November, 1940
Qualifications
Engineering from the YMCA Institute of Engineering
Experience and expertise in specific functional area
Management
Shareholding in Bharti Airtel Limited
Nil
Directorships held in other public limited companies in India
Membership / Chairmanship of committees in public limited companies in India
Bharti Airtel Limited - Audit Committee (Member) DCM Shriram Consolidated Limited – Audit Committee (Member) J K Paper Limited - Shareholders’/Investors Grievance Committee (Member) SRF Limited - Shareholders’/Investors Grievance Committee (Member)
DCM Shriram Consolidated Limited JK Paper Ltd Moser Baer (India) Limited Samtel Color Limited Samtel Glass Limited SRF Energy Limited SRF Fluorochemicals Ltd SRF Infrastructuire Limited SRF Limited SRF Polymers Investment Limited
Mr. Narayanan Kumar Director Identification Number
00007848
Date of birth
28th January, 1950
Qualifications
Engineering in Electronics and Communications from Anna University, Chennai
Experience and expertise in specific functional area
Technology, Management and Finance
Shareholding in Bharti Airtel Limited
Nil
Directorships held in other Indian public limited companies
Membership/Chairmanship of committees in public limited companies in India
Bharti Infratel Limited Cochin Shipyard Limited Entertainment Network (India) Limited MRF Limited Take Solutions Limited Times Innovative Media Limited
Bharti Airtel Limited – Audit Committee (Chairman) Bharti Infratel Limited – Audit Committee (Chairman) Cochin Shipyard Limited – Audit Committee (Chairman) Entertainment Network (India) Limited - Audit Committee (Chairman) Take Solutions Limited – Shareholder/Investor Grievance Committee (Chairman) Times Innovative Media Limited - Audit Committee (Member) www.reportjunction.com
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Mr. Quah Kung Yang Director Identification Number
02274965
Date of birth
14th November, 1961
Qualifications
Fellow of the Institute of Chartered Accountants in England and Wales Member of the Institute of Certified Public Accountants of Singapore Graduate of the University of Kent at Canterbury, England.
Experience and expertise in specific functional area
Financial Management
Shareholding in Bharti Airtel Limited
Nil
Directorships held in other public limited companies in India
Bharti Telecom Limited
Membership/Chairmanship of committees in public limited companies in India
Bharti Airtel Limited - Audit Committee (Member) Bharti Telecom Limited – Audit Committee (Member)
Mr. Nikesh Arora Director Identification Number
02433389
Date of birth
9th February, 1968
Qualifications
MS in Finance from Boston College MBA from the Northeastern University in the United States.
Experience and expertise in specific functional area
Finance and Business Administration
Shareholding in Bharti Airtel Limited
Nil
Directorships held in other public limited companies in India
Nil
Membership/Chairmanship of committees in public limited companies in India
Nil
Mr. Craig Edward Ehrlich Director Identification Number
02612082
Date of birth
14th May, 1955
Qualifications
Graduate from University of California Los Angeles Masters degree from Occidental College Postgraduate Fellowship from Coro foundation
Experience and expertise in specific functional area
Finance and Business Administration
Shareholding in Bharti Airtel Limited
Nil
Directorships held in other public limited companies in India
Nil
Membership/Chairmanship of committees in public limited companies in India
Nil
By order of the Board For Bharti Airtel Limited Registered Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi - 110 070, India. Date: April 29, 2009
Vijaya Sampath Group General Counsel & Company Secretary
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ECS MANDATE FORM [APPLICABLE FOR SHARES HELD IN PHYSICAL FORM ONLY] To Karvy Computershare Private Limited Unit: Bharti Airtel Limited Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad. Pin: 500 081
Name of the First/Sole Share holder Folio No. PAN / Email information Income Tax Permanent Account Number (PAN) (Please attach a photocopy of PAN Card) Email ID ECS Mandate Form (for shares held in Physical mode) Bank Name Branch Name & Address
Bank Account Type (tick)
SB
Current
Others
Bank Account Number 9 Digit Code Number of the Bank and Branch appearing on the MICR Cheque issued by the Bank (Please attach a photo copy of the Cheque)
I hereby declare that the particulars given above are correct and complete and also express my concurrence to receive information through e-mail towards dividend paid by the Company under the ECS mode.
_______________________________________________ Signature of the 1st Registered Holder/Sole Holder
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ADMISSION SLIP BHARTI AIRTEL LIMITED Regd. Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110 070 DP Id
Client Id
Regd. Folio No.*
No. of Shares
Name(s) and address of the shareholder in full .............................................................................................................................. ................................................................................................................................................................................................................. I/we hereby record my/our presence at the fourteenth annual general meeting of the Company being held on 21st day of August, 2009 at 3.30 p.m. at Air Force Auditorium, Subroto Park, New Delhi – 110 010 Please () in the box MEMBER
PROXY
__________________________ Signature of Member/Proxy
*Applicable for investors holding shares in physical form.
— — — — — — — — — — ———————————————————————————————
PROXY FORM BHARTI AIRTEL LIMITED Regd. Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110 070 DP Id
Client Id
Regd. Folio No.*
No. of Shares
Name(s) and address of the shareholder in full .............................................................................................................................. ................................................................................................................................................................................................................. I/we being a member of Bharti Airtel Limited, hereby appoint ....................................................... of .............................................. ...... or failing him ................................................. of ...........................in the district of..........................................................as my/our proxy to attend and vote for me/us on my/our behalf at the fourteenth annual general meeting of the Company scheduled to be held on 21st of day of August, 2009 at 03.30 P.M. at Air Force Auditorium, Subroto Park, New Delhi – 110010 or/and at any adjournment thereof. I/we direct my/our proxy to vote on the resolutions in the manner as indicated below: Resolutions
For
Against
Adoption of Annual Financial Statements and Reports Declaration of Dividend Re-appointment of Mr. Akhil Kumar Gupta Re-appointment of Mr. Ajay Lal Re-appointment of Mr. Arun Bharat Ram Reappointment of M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, as the statutory auditors Appointment of Mr. Quah Kung Yang as a director liable to retire by rotation Appointment of Mr. Nikesh Arora as a director liable to retire by rotation Appointment of Mr. Craig Edward Ehrlich as a director liable to retire by rotation
Dated: ______________________
Affix the Revenue Stamp of Re. 1/-
*Applicable for investor holding shares in physical form. Signed by the said Note : The Proxy form duly completed and signed should be deposited at the Registered Office of the Company situated at Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi-110070 not later than 48 hours before the commencement of the Annual General Meeting.
BHARTI AIRTEL ANNUAL REPORT 2008-09
Re-appointment of Mr. Narayanan Kumar
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