DirectorsDear Shareholders,
Your Directors have pleasure in presenting the sixteenth annual report on the businessand operations of the Company together with audited financial statements and accounts forthe year ended March 31, 2011.
OVERVIEW
Bharti Airtel is one of the world’s leading providers of telecommunicationservices with presence in 19 countries including India & South Asia and Africa. TheCompany served an aggregate of 220.9 Mn customers as on March 31, 2011. The Company is thelargest wireless service provider in India, based on the number of customers as of March31, 2011. The Company offers an integrated suite of telecom solutions to its enterprisecustomers, in addition to providing long distance connectivity both nationally andinternationally. The Company also offers Digital TV and IPTV Services. All these servicesare rendered under a unified brand "airtel" either directly or throughsubsidiary companies. The Company also deploys, owns and manages passive infrastructurepertaining to telecom operations under its subsidiary Bharti Infratel Limited. BhartiInfratel owns 42% of Indus Towers Limited. Bharti Infratel and Indus Towers are thelargest passive infrastructure service providers for telecom services in India.
FINANCIAL RESULTS AND RESULTS OF OPERATIONS
Financial Highlights of Consolidated Statement of Operations of the Company asper International Financial Reporting Standards.
Amount in Rs Mn
| Particulars | Financial Year | |
| 2010-11 | 2009-10 | Y-o-Y Growth |
| Gross revenue | 594,672 | 418,472 | 42% |
| EBITDA | 199,664 | 167,633 | 19% |
| Cash profit from operations | 177,851 | 167,455 | 6% |
| Earnings before taxation | 76,782 | 105,091 | -27% |
| Net profit/(loss) | 60,467 | 89,768 | -33% |
Financial Highlights of Standalone Statement of Operations of the Company as perIndian Generally Accepted Accounting Principles.
Amount in Rs Mn
| Particulars | Financial Year | |
| 2010-11 | 2009-10 | Y-o-Y Growth |
| Gross revenue | 380,158 | 356,095 | 7% |
| EBITDA | 133,843 | 137,764 | -3% |
| Cash profit from operations | 133,664 | 147,217 | -9% |
| Earnings before taxation | 87,258 | 106,993 | -18% |
| Net profit/(loss) | 77,169 | 94,262 | -18% |
LIQUIDITY
The Company has suitable commercial arrangements with its creditors, healthy cash flowsand sufficient standby credit lines with banks and financial institutions to meet itsworking capital cycles. It deploys a robust cash management system to ensure timelyservicing of its liquidity obligations. The Company has also been able to arrange foradequate liquidity at an optimised cost to meet its business requirements and hasminimised the amount of funds tied-up in the current assets
As of March 31, 2011, the Company had cash and cash equivalents of Rs 9,575 Mn andshort term investments of Rs 6,224 Mn. The Company actively manages the short-termliquidity to generate optimum returns by investments made only in debt and money marketinstruments including liquid and income debt fund schemes, fixed maturity plans and othersimilar instruments.
The Company is comfortable with its present liquidity position and foreseeableliquidity needs. It has adequate facilities in place and robust cash flows to meet itsliquidity requirements for executing its business plans and meeting with any evolvingrequirements.
GENERAL RESERVE
Out of the total profit of Rs 77,169 Mn on a standalone basis for the financial yearended March 31, 2011, an amount of Rs 5,800 Mn has been transferred to the GeneralReserve.
DIVIDEND
The Board recommends a final dividend of Rs 1 per equity share of Rs 5 each (20% offace value) for the financial year 2010-11. The total dividend payout inclusive of Rs 616Mn tax on dividend, will amount to Rs 4,414 Mn. The payment of dividend is subject to theapproval of the shareholders at the ensuing annual general meeting of the Company.
SUBSIDIARY COMPANIES
As on March 31, 2011, your Company has 113 subsidiary companies as set out in Page no.150 of the annual report (for abridged annual report please refer Page no. 49).
Pursuant to the General Circular No. 2/2011 dated February 8, 2011 issued by theMinistry of Corporate Affairs, Government of India, the Board of directors have consentedfor not attaching the balance sheet, profit and loss account and other documents as setout in Section 212(1) of the Companies Act, 1956 in respect of its subsidiary companiesfor the year ended March 31, 2011.
Annual accounts of these subsidiary companies, along with related information areavailable for inspection at the Company's registered office. Copies of the annual accountsof the subsidiary companies will also be made available to Bharti Airtel’s investorsand subsidiary companies’ investors upon request.
The statement pursuant to the above referred circular is annexed as part of the Notesto Consolidated Accounts of the Company on Page no. 53 of the abridged annual report andPage no. 159 of the full version of the annual report.
ABRIDGED FINANCIAL STATEMENTS
In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, theBoard of directors have decided to circulate the abridged annual report containing salientfeatures of the balance sheet and profit and loss account to the shareholders for thefinancial year 2010-11. Full version of the annual report will be available onCompany’s website www.airtel.com and will also be made available to investors uponrequest.
In support of the green initiative of the Ministry of Corporate Affairs, the Companyhas also decided to send all future communications including the annual report throughemail to those shareholders, who have registered their e-mail id with their depositoryparticipant/ Company’s registrar and share transfer agent. In case a shareholderwishes to receive a printed copy of such communications, he/she may please send a requestto the Company, which will send a printed copy of the communication to the shareholder.
QUALITY
Deeply embedded in Bharti Airtel’s DNA, operational excellence has been thedriving force towards mobilising the entire organisation to eliminate non-conformances andminimize waste in its processes. This has led to a remarkable process improvement and costreduction. The Company has developed its unique model of excellence in line with MalcolmBalridge award known as CEO’s Operational Excellence award. The award criteriaincludes improvement, process compliance, leadership engagement in excellence, bestpractice replication, customer and employee satisfaction and financial performance. Forthe up-keep of standards, all processes are continually assessed by external consultantsleading to certifications like TL9000, BCP DR, ISO 27001, OHSAS, beside continualimprovement.
BRANDING
The year was a landmark in the history of the brand airtel, marked by important changesand advancements, as the Company continued to build on its leadership position acrossmarkets. A number of significant strides were taken to live up to the Company’srefreshed vision – By 2015 airtel will be the most loved brand, enriching thelives of millions.
Bharti Airtel introduced a completely new, fresh and vibrant brand logo and identity.Designed to appeal to a more demanding consumer, the dynamic new identity met with highappreciation as it was introduced in existing and new markets. Backed by a high decibelcommunication campaign, the roll out of the new identity was completed across all itsmarkets.
Apart from India and Sri Lanka, the brand also started to offer its services toconsumers in Bangladesh making the Company a powerhouse across South Asia. Across theseas, the Company established a strong presence in the 16 countries across the Africancontinent.
During the year, Airtel won the ‘Most Preferred Cellular Service Provider Brand’award in the CNBC Awaaz Consumer Awards 2010 for the 6th year in a row. The CNBC AwaazConsumer Awards were based on an extensive consumer survey done by Nielsen, wherein thecustomers rated brands across different categories which delivered true value for money.
MAJOR AGREEMENTS AND ALLIANCES
During the year, the Company signed the following major agreements relating tooperations, customer service, innovation and technology:
• With Ericsson, Nokia Siemens Networks and Huawei for the launch of3G services in India. These partners will plan, design, deploy and maintain a state of theart 3G HSPA Network in the Company’s 3G license circles. This deployment would enablethe Company to extend its leadership position in the Indian market and meet the growingdemand for high speed surfing and wireless entertainment in the country.
• With Ericsson and Huawei to deploy state-of-the-art networkinfrastructure in Bangladesh. Ericsson to deliver and manage majority of theCompany’s network capacity in Bangladesh, while Huawei to swap the existing radionetwork in the eastern areas of Bangladesh.
• With State Bank of India (SBI), a Joint Venture (JV) agreement tousher in the new era of financial inclusion for the unbanked in India. The JV will becomethe Business Correspondent of SBI and offer banking products and services at affordablecost to the citizens in unbanked and other areas.
• With Nokia to launch ‘Ovi Life Tools’ service targetedat providing Airtel's mobile customers with access to relevant content on agriculture,education and entertainment.
• With Radio Mirchi, to launch ‘Mirchi Mobile’ on airtel,enabling its customers to choose and follow their favourite local Mirchi radio stationfrom anywhere in India from the 12 Radio Mirchi stations.
• With Encyclopedia Britannica to offer airtel broadband customers two yearfree access to ‘Britannica online’, the world’s most trustedinformation source.
• With Novatium to help expand the broadband market by launching ‘NetPC Plus’ on airtel broadband for customers in Chennai.
• With Savvis to offer managed IT and cloud services in the high growthIndian IT market. The collaboration aims to launch innovative managed services toenterprises operating in or expanding into India.
• With China Telecom to launch direct underground terrestrial link betweenIndia and China. With this network, the Company has established the third internationalgateway for its customers in India offering an alternate and shortest route between Indiaand China alongside existing Subsea routes.
• With VMware, to launch virtualisation services based on VMwarevSphere™ platform, extending the Managed Service portfolio.
• With Servion and Cisco for launch of Hosted Contact Centerservices for large, medium and small enterprises offering freedom from technologyobsolescence, capital investments and continuity challenges while leveraging thecapability to customise the solution, based on business requirements.
• With consortium of telecom operators for launch of IMEWE submarine cablesystem stretching from India to Western Europe via Middle East; EASSy Cable system,the largest submarine cable system serving the African continent and EIG offeringconnectivity to the Middle East, Africa and Europe with enhanced capacity, redundancy andnetwork resilience.
• With IBM for transformation and management of the comprehensive ITinfrastructure and applications in all the 16 countries of operations in Africa.
• With Ericsson, NSN Siemens and Huawei for network managementof 2G and 3G network in all the 16 countries of operations in Africa.
• With IBM, Tech Mahindra and Spanco for world-class customer serviceacross all 16 countries in Africa.
NEW PRODUCTS/ INITIATIVES
During the year, the Company launched various new and innovative products and services,directly and through its subsidiaries, which enabled it to strengthen its leadership in anintensely competitive market. Some of the key launches of the year included:
• 3G Services in 9 of 13 circles with 3G spectrum, empowering all 3Gcustomers to manage their data usage and avoid ‘bill shock’ with proactive,personalised and timely data usage alerts coupled with introduction of easy-to-understandintuitive tariffs with personalised data usage limits.
• airtel money - India’s first mobile wallet service by a telecomoperator. It offers customers an efficient alternative to cash transactions, providingAirtel customers across the country with a convenient and secure way of making paymentsthrough the ubiquitous mobile platform anytime, anywhere!
• airtel call manager, a service that enables a customer to keep his/hercallers informed (when he is in a meeting or driving and is not able to take calls) bychoosing the meeting or the driving profiles.
• airtel voice blog, world’s first voice blogging service, enablingcustomers to share recorded voice updates with their followers – fans, friends orfamily.
• airtel world SIM for international travellers enabling outboundtravellers to retain their local number while roaming internationally at a fraction of thecost, allowing customers to save upto 85 percent on international calls.
• Live Aarti on mobile, India’s first service on mobile offering dailylive Pujas and Aartis directly from the shrines including Tirupati Balaji, Siddhivinayak,Shri Sai Baba from Shirdi and Bangla Sahib.
• LearnNext an e-Learning website for the Company’s broadband users.It is a complete computer based interactive CBSE study module, for students studying inClass VI to X.
• IPTV services in Bangalore, the 2nd city after Delhi – NCR to getairtel IPTV services.
• airtel broadband TV, allows the broadband customers to watch live TV ontheir computers or laptops without having to buy an extra TV set or cable connection/settop box or an air antenna by simply subscribing to airtel broadband TV.
• Unified Service Management Centre (uSMC), to enhance the quality ofcustomer experience and provide best in class services to the customers.
• Global Data Services in Thailand and Malaysia in association with TRUEInternational Gateway Co. and Telecom Malaysia respectively to serve the growing bandwidthdemands of customers in the region.
• airtel digital TV recorder, an enhanced Set Top Box (STB) with capabilityto record live television, anytime, anywhere using mobile phone. After pioneering theinitiative of recording television programmes through mobile, the recording facilitywas extended through internet for airtel digital TV recorder customers.
• India’s first High Definition (HD) box with Dolby digital plusoffering 7.1 channels of surround sound for airtel digital TV customers.
• MAMO (My Airtel My Offer) is Africa's first marketing tool offeringsegmented and personalised offers to both active and inactive customers. A single number,'141' is being advertised inviting customers to listen to their customised offers with theoption of fulfillment. The offers range from voice (local and international), SMS, VAS anddata depending on customers' usage and activity.
• i-Care was deployed across all countries of operation – theobjective of the programmes is to bring about a cultural transformation across the Companyby putting the customer as the first priority and taking personal ownership to resumecustomer issues.
OTHER COMPANY DEVELOPMENTS
• The Company became a global telecom operator by completing acquisition ofZain Group’s ("Zain") mobile operations in 15 countries across Africain June 2010 and Telecom Seychelles Limited, a leading telecom operator inSeychelles in August 2010. With these acquisitions, the Company expanded its Africanfootprint to 16 countries and its overall presence to 19 countries, thus becoming thefirst Indian brand to go truly global with a footprint covering over 1.8 Bn people.
• The Company launched its New Vision for India and South Asia ‘By 2015,airtel will be the most loved brand, enriching the lives of millions’ inspiringand directing all stakeholders for the next stage of growth.
• The Company also launched its vision for Africa "By 2015 airtel will bethe most loved brand in the daily lives of African people".
AWARDS AND RECOGNITIONS
The Company was conferred with many awards and recognitions during the year. Some ofthem are listed below:
• At the GSMA in Barcelona in February this year, Airtel Africa was awarded twoGlobal Mobile awards – 'Best Mobile Money Product or Solution' and 'BestCustomer Care and Customer Relationship Management (CRM)'.
• Five awards at the Telecom Operator Awards 2011 constituted by tele.net,including ‘Most Admired Telecom Operator’, ‘Best National MobileOperator’, ‘Best VAS Provider’, ‘Best Enterprise ServicesProvider’ and ‘Operator with Best Rural Performance’.
• ET Telecom Awards 2011 in categories of ‘Customer experienceEnhancement’ and ‘Innovative VAS Product’.
• ‘Most Preferred Cellular Service Provider Brand’ award in theCNBC Awaaz Consumer Awards 2010 for the 6th year in a row.
• ‘Top Telecom Company’ 4th year in a row by NDTV Profit BusinessLeadership Awards 2010.
• ‘CIO 100 Award’ instituted by CIO magazine for innovativepractices at the Annual CIO 100 Awards.
• Four awards at the Annual Voice & Data Telecom Awards 2010 - 'TopCellular Service Provider', 'Top Telecom Service Provider' and 'Top NLD & VSAT ServiceProvider'.
• ‘India’s Best Enterprise Connectivity Provider’ at theUsers' Choice Awards instituted by PC Quest.
• Ranked amongst the top five firms in Corporate Reputation in India,by the Nielsen.
• Rated as one of the top 5 best employers in the Aon Hewitt Best Employersin India 2011 study.
• Ranked amongst the top 10 companies in ‘the Best Companies to WorkFor’ survey by Business Today in 2011.
• ‘Small Business Technology Partner of the Year award’ at theFranchise India’s Small Business Congress 2010. • airtel digital TV was votedthe favorite DTH service by customers in key metros in a nationwide customersatisfaction survey by MaRS on India’s Favourite DTH Operator.
CAPITAL MARKET RATINGS
As at March 31, 2011, Bharti Airtel has outstanding ratings with four institutions, twodomestic rating agencies, viz. CRISIL and ICRA, and two international rating agencies,viz. Fitch Ratings and S&P.
• CRISIL and ICRA have rated the Company at the top end of their rating scales,both for short term (P1+/A1+) as well as long term (AAA/LAAA).
• Fitch Ratings has rated the Company (and reaffirmed at the time of ZainAcquisition) at level of sovereign of India (BBB-). S&P who had rated us at level ofsovereign of India (BBB-) downgraded the Company by a sub-notch to BB+ at the time of Zainacquisition.
SHARE CAPITAL
During the year, there was no change in the authorised, issued, subscribed and paid-upequity share capital of the Company which stood at Rs 18,987,650,480 divided into3,797,530,096 equity shares of Rs 5 each as at March 31, 2011.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the listing agreement requirements, the Management Discussion andAnalysis report is presented in a separate section forming part of the annual report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance. Thedirectors adhere to the requirements set out by the Securities and Exchange Board ofIndia’s Corporate Governance Practices and have implemented all the stipulationsprescribed.
A detailed report on corporate governance pursuant to the requirements of clause 49 ofthe listing agreement forms part of the annual report. However, in terms of the provisionsof Section 219(1) (b)(iv) of the Act, the abridged annual report has been sent to themembers of the Company excluding this report. A certificate from the auditors of theCompany, M/s. S.R. Batliboi & Associates, Chartered Accountants, Gurgaon confirmingcompliance of conditions of Corporate Governance as stipulated under clause 49 is annexedto the report as annexure A.
SECRETARIAL AUDIT REPORT
Keeping with the high standards of corporate governance adopted by the Company and alsoto ensure proper compliance with the provisions of various corporate laws, the regulationsand guidelines issued by the Securities and Exchange Board of India and other statutoryauthorities, the Company has voluntarily started a practice of secretarial audit from apracticing company secretary. The Company has appointed M/s. Chandrasekaran Associates,Company Secretaries, New Delhi, to conduct secretarial audit of the Company for thefinancial year ended March 31, 2011, who has submitted their report confirming thecompliance with all the applicable provisions of various corporate laws. The SecretarialAudit Report is provided separately in the annual report. However, in terms of theprovisions of Section 219(1)(b)(iv) of the Act, the abridged annual report has been sentto the members of the Company excluding this report.
CORPORATE SOCIAL RESPONSIBILITY
At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more thansocial outreach programmes and is an integral part of the way the Company conducts itsbusiness. Detailed information on the initiatives of the Company towards CSR activities isprovided in the Corporate Social Responsibility section of the annual report.
DIRECTORS
Since the last Directors’ Report, Mr. Arun Bharat Ram has retired from the Boardin terms of the policy on independent directors adopted by the Company and Mr. Lim ChuanPoh, a nominee of Pastel has resigned. During the year, Lord Evan Mervyn Davies, Mr. HuiWeng Cheong, H.E. Dr. Salim Ahmed Salim and Mr. Tsun-yan Hsieh were appointed asdirectors. The Board places on record its sincere appreciation for the services renderedby Mr. Lim Chuan Poh and Mr. Arun Bharat Ram during their tenure on the Board. Ms. TanYong Choo was appointed as a director to fill casual vacancy caused due to resignation ofMr. Quah Kung Yang w.e.f. January 21, 2010 and holds office upto the date of the ensuingannual general meeting.
Mr. Ajay Lal, Mr. Akhil Gupta and Mr. N. Kumar retires by rotation at the forthcomingannual general meeting and being eligible, offer themselves for re-appointment.
The Company has received notices from members under Section 257 of the Companies Act,1956, proposing the appointment of Lord Evan Mervyn Davies, Mr. Hui Weng Cheong, H.E. Dr.Salim Ahmed Salim, Ms. Tan Yong Choo and Mr. Tsun-yan Hsieh as non-executive directors ofthe Company.
Mr. Sunil Bharti Mittal completes his current term as Managing Director of the Companyon September 30, 2011. On the advice of the HR Committee, the Board recommends to theshareholders, the re-appointment of Mr. Sunil Bharti Mittal as a Managing Director for afurther term of five years effective October 1, 2011.
A brief resume, nature of expertise, details of directorships held in other publiclimited companies of the directors proposing re-appointment along with their shareholdingin the Company as stipulated under clause 49 of the listing agreement with the stockexchanges is appended as an annexure to the notice of the ensuing annual general meeting.The Board recommends their appointment.
FIXED DEPOSITS
The Company has not accepted any fixed deposits and, as such, no amount of principal orinterest was outstanding as on the balance sheet date.
AUDITORS
The Statutory Auditors of the Company, M/s. S. R. Batliboi & Associates, CharteredAccountants, Gurgaon, retires at the conclusion of the ensuing annual general meeting ofthe Company and have confirmed their willingness and eligibility for re-appointment andhave also confirmed that their re-appointment, if made, will be within the limitsstipulated under Section 224(1B) of the Companies Act, 1956. The Board recommends theirre-appointment for the next term.
AUDITORS’ REPORT
The Board has duly examined the Statutory Auditors’ report to accounts which isself explanatory and clarifications wherever necessary, have been included in the Notes toAccounts section of the annual report.
As regards the comment under para i (a) of the annexure A to the Auditors’Report regarding the updation of quantitative and situation details relating to certainfixed assets in the Fixed Assets Register, the Company is further strengthening itsprocess for updation of requisite details at frequent intervals.
As regards the comment under para xxi of the annexure to the Auditors’ Report, toaddress the issues of fraud by employees and external parties, the Company has takenappropriate steps including issuance of warning letters, termination of service of theerrant employees, termination of the contract/agreements with the external parties, legalaction against the external parties involved, blacklisting the contractors, etc. TheCompany is further strengthening its internal control systems to reduce the probability ofoccurrence of such events in future.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
For the Company, being a service provider organisation, most of the information asrequired 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, asamended is not applicable. However, the information as applicable has been given inannexure B to this report.
EMPLOYEES STOCK OPTION PLAN
The Company values its employees and is committed to adopt the best HR practices. Theemployees of the Company are presently eligible for two ESOP schemes under 2001 and 2005Employee Stock Option Policy. Besides attracting talent, the Schemes also help inretention of talent and experience.
The ESOP Scheme 2001 is administered through a Trust, whereby the shares held in theTrust are transferred to the employee as and when the concerned employee exercises stockoptions under the Scheme.
Till March 2010, under ESOP Scheme 2005, the employees were allotted new equity sharesupon exercise of stock options. In the board meeting held in April 2010, the Boardapproved purchase of the Company's equity shares up to the limit approved by theshareholders in the existing Trust and appropriate the same towards the Scheme.Accordingly, under the ESOP Scheme 2005, the Company now acquire shares from the secondarymarket through the Trust and transfers the same to the respective employees in place ofallotment of fresh equity shares.
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, asamended, 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's Employees StockOption schemes, would be placed before the shareholders at the ensuing annual generalmeeting and a copy of the same will also be available for inspection at the registeredoffice of the Company.
PARTICULARS OF EMPLOYEES
The information as required to be provided in terms of Section 217(2A) of the CompaniesAct, 1956 read with Companies (Particular of Employees) Rules, 1975 have been set out inthe annexure D to this report. In terms of the provisions of Section 219(1)(b)(iv) of theAct, the abridged annual report has been sent to the members excluding this annexure.Members who desire to obtain this information may write to the Company Secretary at theregistered office address and will be provided with a copy of the same.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best oftheir knowledge and belief confirm that:
I. The applicable accounting standards have been followed along with proper explanationrelating to material departures, in the preparation of the annual accounts for the yearended March 31, 2011;
II. They have selected and applied consistently and made judgements and estimates thatare reasonable and prudent to give a true and fair view of the state of affairs of theCompany as at the end of the financial year and of the profit of the Company for thatperiod;
III. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 and forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
IV. They have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation to the Department ofTelecommunications (DOT), the Central Government, the State Governments in India,Government of Bangladesh, Government of Sri Lanka and Governments in the 16 countries inAfrica, Company’s bankers and business associates; for the assistance, co-operationand encouragement they have extended to the Company and also to the employees for theircontinuing support and unstinting efforts in ensuring an excellent all round operationalperformance. The directors would like to thank various partners viz. Bharti Telecom,Singapore Telecommunications Limited and other shareholders for their support andcontribution. We look forward to their continued support in the future.
| For and on behalf of the Board |
| Place : New Delhi | Sunil Bharti Mittal |
| Date : May 5, 2011 | Chairman & Managing Director |
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 AirtelLimited ("the Company"), for the year ended March 31, 2011, as stipulated inclause 49 of the listing agreement of the said Company with stock exchanges in India. Thecompliance of conditions of corporate governance is the responsibility of the management.Our examination was limited to procedures and implementation thereof, adopted by theCompany for ensuring the compliance of the conditions of corporate governance. It isneither 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 explanationsgiven to us, we certify that the Company has complied with the conditions of corporategovernance as stipulated in the above mentioned listing agreement. We state that suchcompliance is neither an assurance as to the future viability of the Company nor theeffectiveness with which the management has conducted the affairs of the Company.
| For S.R. BATLIBOI & ASSOCIATES |
| Firm Registration No.: 101049W |
| Chartered Accountants |
| per Prashant Singhal |
| Place: New Delhi | Partner |
| Date: May 5, 2011 | Membership No.: 93283 |
Annexure B
Information relating to conservation of energy, technology absorption, research anddevelopment and foreign exchange earnings and outgo forming part of the 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 AND TECHNOLOGY ABSORPTION
The information in Part A and B pertaining to conservation of energy and technologyabsorption are not applicable to Bharti Airtel, being a telecommunication servicesprovider. However, the Company requires energy for its operations and every endeavour hasbeen made to ensure the optimum use of energy, avoid wastage and conserve energy as far aspossible.
The Company continuously evaluates global innovation and technology as a benchmark andwhenever required, enters into arrangements to avail of the latest technology trends andpractices.
FOREIGN EXCHANGE EARNING AND OUTGO
Activities relating to export initiatives taken to increase exports; development of newexport markets for products and services; and export plans; International Long DistanceBusiness
With a focus on increasing the global foot print to emerging markets, the Companylaunched 9 new point of presence (PoPs) during the year gone by, taking the total count ofPoPs to 13; expanding its services to 26 countries. This infrastructure will establish aseamless connectivity to Africa, Europe and USA by offering at least three cables on everyroute, thereby providing unparalleled diversity and resilience. The Company has seengrowth in its long distance voice business and believes that its presence and operationsin developing markets especially Asia and Africa will further strengthen its position byincreasing share of global traffic.
International Calling Card Services airtel callhome, the Company’sinternational calling services through its wholly owned subsidiary companies, connects thewidespread NRI population in USA, UK, Canada and Singapore to their families in India in acost effective and reliable manner. This service was launched in the US in December 2006and in the remaining countries in 2008-09. It helps customers to avail cheaper rates toIndia and 200 other countries.
Telecom Services in other countries
The Company continuously explores and evaluates various opportunities for growth andexpansion inside and outside the country organically and through alliances,mergers/acquisitions in identified markets, subject to availability of licenses, growthpotential and costs as well as other relevant factors.
Bharti Airtel Lanka (Pvt.) Limited is Sri Lanka’s fastest growing wireless serviceprovider. It expanded its footprint by starting commercial operations in the Eastern andNorthern areas of the Country. The Company thus provides Island wide state of the artvoice coverage with 1,275 network sites. The Company continues to gain leadership in bothincremental customer market share and revenue market share through aggressive marketingand distribution.
Bharti Airtel’s Bangladesh operations, ‘airtel Bangladesh’ successfullycompleted its first full business year in 2010-11. As part of the global expansion plan,in January 2010, Bharti Airtel acquired 70% of Warid Telecom Bangladesh Ltd. from the AbuDhabi group of UAE. During the year, the Company was awarded five MHz spectrum in EGSMband and also retained 10 MHz spectrum from 1800 frequency band. By the end of the year,the Company reached population coverage of around 40% with over 1,850 sites on air. InDecember 2010, the Company rebranded as airtel from Warid with a unique promise and hopein the country. Airtel Bangladesh had 3.7 Mn customers with 6.3% customer market share asat end of March 31, 2011. The Company also has 124 distributors and over 64,000 retailersacross the country. In the six operator competitive market, the Company’s immediatefocus is to ensure faster quality network rollout across the country and build a strongdynamic brand with concerted focus on market led VAS portfolio.
The Company completed the acquisition of Zain Group’s ("Zain") mobileoperations in 15 countries across Africa in June 2010 and later acquired 100 percent ofTelecom Seychelles Limited. With this acquisition, the Company has expanded its Africanfootprint to 16 countries. During the year the Company has also obtained 3G licenses in 10countries.
Total foreign exchange used and earned for the year:
(a) Total Foreign Exchange Earning Rs 18,156 Mn
(b) Total Foreign Exchange Outgo Rs 37,870 Mn
Annexure C
Information regarding the Employees Stock Option Schemes as on March 31, 2011
| Sl. No. | Particulars | ESOP Scheme 2005 | ESOP Scheme 2001 |
| | | |
| 1) | Number of stock options granted | 24,919,874* | 40,228,579** |
| 2) | Pricing formula | Exercise Price not less than the par value of equity share and not more than the price prescribed under Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009 on Grant Date | 29,015,686 @ 11.25 |
| | | 1,760,000 @ 0.45 |
| | | 4,380,000 @ 35.00 |
| | | 142,530 @ 0.00 |
| | | 4,865,363 @ 5.00 |
| | | 40,000 @ 60.00 |
| | | 25,000 @ 110.50 |
| 3) | Option vested | 14,611,366 | 38,424,965 |
| 4) | Number of options exercised | 2,805,094 | 29,293,676 |
| 5) | Number of shares arising as a result of exercise of option | Nil | Nil |
| 6) | Number of options lapsed | 8,295,914 | 8,877,152 |
| 7) | Money realized upon exercise of options | Rs 371,865,294 | Rs 384,947,960 |
| 8) | Total number of options in force | 13,818,866 | 2,057,751 |
| 9) | Options granted to Senior managerial personnel: | | |
| • Ms. Abhilasha Hans | 32,800 | Nil |
| • Mr. Ajai Puri | 44,300 | Nil |
| • Mr. Alexander Andrew Kelton | Nil | 115,000 |
| • Ms. Amrita Gangotra | 39,800 | Nil |
| • Mr. Ananda Mukerji | Nil | 50,000 |
| • Mr. Atul Bindal | 108,600 | Nil |
| • Mr. Deven Khanna | 45,900 | Nil |
| • Mr. Inder Walia | 123,000 | Nil |
| • Ms. Jyoti Pawar | 45,100 | Nil |
| • Mr. K. Shankar | 71,700 | Nil |
| • Mr. K. Srinivas | 71,700 | Nil |
| • Mr. Manoj Kohli | 100,000 | 300,000 |
| • Mr. Narender Gupta | 42,600 | Nil |
| • Mr. Nilanjan Roy | 49,200 | Nil |
| • Mr. S. Asokan | 57,400 | Nil |
| • Mr. Sanjay Kapoor | 100,000 | 300,000 |
| • Mr. Saurabh Goel | 24,200 | Nil |
| • Ms. Shamini Ramalingam | 61,500 | Nil |
| • Mr. Srikanth Balachandran | 75,800 | Nil |
| • Ms. Vijaya Sampath | 17,000 | Nil |
| 10) | Diluted earning per share (EPS) as per AS 20 | N.A. | N.A. |
| 11) | Difference between the employees compensation cost based on intrinsic value of the | N.A. | 1,584,094 |
| Stock and the fair value for the year and its impact on profits and on EPS of the Company. | | (0.0004) |
| 12) | a) Weighted average exercise price | Rs 232.01 | a) Rs 11.25; Rs 0.45; Rs 35; |
| | | Rs 0; Rs 5; Rs 60; Rs 110.5 |
| b) Weighted average fair price | Rs 173.11 | b) NA; NA; NA; |
| | | Rs 69.70; Rs 257.86; |
| | | Rs 84.43; Rs 357.63 |
| 13) | Method and significant assumptions used to estimate the fair values of options | Black Scholes / Lattice Valuation Model / Monte Carlo Simulation |
| (i) risk free interest rate | i) 7.14% p.a. to 8.84% p.a. (The Government Securities curve yields are considered as on valuation date) |
| (ii) expected life | ii) 48 to 72 months |
| (iii) expected volatility | iii) 37.26% to 46.00% (assuming 250 trading days to annualise) |
| (iv) expected dividends | iv) 20% (Dividend yield of 0.39%) |
| (v) market price of the underlying share on grant date | v) Rs 256.95 to Rs 368.00 per equity share |
Notes:
* Granted 6,185,322 options out of the options lapsed over a period of time
** Granted 8,548,578 options out of the options lapsed over a period of time
• The options granted to the senior managerial personnel under both the schemesare subject to the adjustments as per the terms of respective performance share plan
• There is no variation in the terms of options during the year
• Other than Mr. Manoj Kohli and Mr. Sanjay Kapoor, no other employee was grantedstock options exceeding 5% of the total grants or exceeding 1% of the issued capitalduring the year
Annexure D
Statement of particulars under Section 217(2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975 for the year ended March 31, 2011 andforming part of the Directors’ Report
| Sl. No. | Name | Designation | Qualification(s) | Age (in years) | Date of Commencement of Employment | Total experience (in years) | Nature of duties of the employee | Gross Remuneration (in Rs) | Previous employment/Designation |
| (A) | EMPLOYED THROUGHOUT THE FINANCIAL YEAR | | | | | | | | |
| 1 | A M Rai | Sr. Vice President | B.E/B.Tech | 51 | 28-Sep-00 | 28 | Network | 7,326,758 | Fibcom/Project Lead |
| 2 | Abhay Savargaonkar | Sr. Vice President | B.E/B.Tech | 46 | 5-Aug-06 | 21 | Network | 10,522,864 | Bharti Infotel Ltd/Chief Technology Officer |
| 3 | Abhilasha Hans | Chief Service Officer- Shared Services | MBA | 46 | 23-Jan-07 | 20 | Customer Service Delivery | 10,309,302 | Teletech Services India Limited/Sr. Vice President |
| 4 | Ajai Puri | Director - DTH | Post Graduate | 51 | 15-May-04 | 30 | Business Head | 17,464,357 | Cargill Foods India/Business Head-India Foods |
| 5 | Ajay Chitkara | Head - Global Data Business | PGDBM | 40 | 1-May-01 | 17 | Business Head | 7,272,997 | Comsat Max Limited/Area Sales Manager |
| 6 | Amrita Gangotra | Director - IT, India & South Asia | Post Graduation | 46 | 25-Nov-02 | 21 | Information Technology | 17,250,671 | HCL Comnet Ltd/Chief Information Officer |
| 7 | Anant Arora | Sr. Vice President | B.E/B.Tech | 44 | 11-Apr-03 | 21 | Business Head-Mobile Services Maharashtra | 7,744,378 | Reliance Infocomm Ltd/Head - Sales Operations |
| 8 | Anantharaman R | Sr. Vice President | Post Graduate | 45 | 26-Sep-03 | 20 | Business Head-Mobile Services Tamil Nadu | 7,249,059 | BPL Mobile Cellular Ltd/Business Head |
| 9 | Anirban Ghosh | Sr. Vice President | MBA | 43 | 3-May-04 | 20 | Business Head-Mobile Services West Bengal | 6,269,674 | Hindustan Lever Ltd./Regional Sales Manager |
| 10 | Anuj Khungar | Sr. Vice President | Post Graduate | 48 | 28-Feb-05 | 23 | Network | 7,486,395 | Reliance Infocomm Ltd/Chief Technical Officer |
| 11 | Argha Basu | Vice President | Post Graduate | 43 | 25-Feb-08 | 20 | Production Development & Business Solution Group | 6,245,998 | VSNL/Business Head-Mpls |
| 12 | Arun Sawhney | Sr. Vice President | PGDBM | 46 | 7-Oct-09 | 18 | Network | 6,109,186 | A S Consulting/V P & Head National Key Accounts |
| 13 | Aruna Pidikiti | Vice President | Post Graduate | 41 | 21-Dec-00 | 20 | Network | 7,032,957 | STPI/Deputy Director (Technical) |
| 14 | Ashish Arora | Sr. Vice President | MBA | 42 | 3-Apr-07 | 16 | Sales | 7,535,099 | Sify Ltd/National Sales Head |
| 15 | Atul Bindal | President - Mobile Services | B.E (Mech), MBA | 50 | 23-Jun-03 | 25 | Business Head | 28,079,656 | DHL International/Communication Director Asia Pacific |
| 16 | Deepak Khanna | Director - Airtel Business Services | MBA | 48 | 2-Mar-04 | 26 | Business Head | 13,236,534 | Cybiz Technology Ltd/Director |
| 17 | Deepak Mehrotra | Operations Director - West Hub | B.E & MBA | 47 | 31-Oct-03 | 21 | Business Head | 19,888,407 | Hindustan Coca-Cola Beverages (P) Ltd./Reg. Vice President |
| 18 | Deven Khanna | Corporate Director - Finance | B.Com, CA | 51 | 1-Sep-04 | 21 | Finance | 15,352,814 | Triveni Engineering Industries Ltd./VP-Corp Finance & Planning |
| 19 | Dhruv Bhagat | Sr. Vice President | PGDBM | 41 | 1-Sep-06 | 15 | Business Head-Mobile Services Karnataka | 7,032,946 | Hutchison Essar Ltd./Business Head |
| 20 | Dipak Roy | Head HR - Mobile Services | MBA | 44 | 19-Jun-06 | 23 | Human Resources | 10,499,048 | IBM/General Manager |
| 21 | Felix Mohan | Sr. Vice President | Post Graduate | 55 | 9-Oct-06 | 31 | Information Technology | 9,210,515 | Secure Synergy/Director |
| 22 | George Fanthome | Sr. Vice President | MBA | 44 | 9-Jul-07 | 22 | Information Technology | 6,370,904 | Genpact/Vice President |
| 23 | George Mathen | Vice President | Graduate | 43 | 17-Nov-06 | 20 | Business Head-Mobile Services Assam | 7,837,365 | Coca - Cola India/Head - Sales |
| 24 | H Cajetan Ruben Selvadoray | Vice President | Post Graduate | 41 | 18-Jul-05 | 17 | Human Resources | 6,214,746 | Motorola India Ltd./Head Learning, HR Strategy And OD |
| 25 | Harjeet Kohli | Sr. Vice President | MBA | 38 | 19-Jan-09 | 13 | Finance | 7,109,124 | Citigroup India/Director |
| 26 | Heera Lal Gupta | Sr. Vice President | B.E/B.Tech | 44 | 16-Feb-99 | 22 | Network | 6,146,094 | Koshika Telecom Ltd./Sr.Manager |
| 27 | Hemant Dadlani | Sr. Vice President | MBA | 41 | 13-Jul-95 | 20 | Business Head-Telemedia Karnataka | 7,277,056 | Blue Dart Express Ltd./Sales Executive |
| 28 | Inder Walia | Group Director - Human Resources | PGDBM | 53 | 6-Aug-07 | 27 | Human Resources | 31,610,549 | Arcelor Mittal/Executive Vice President, HR |
| 29 | Jayant Sood | Telemedia Head CSD | CA | 47 | 12-Aug-09 | 26 | Customer Service Delivery | 10,222,999 | American Express /Business Leader |
| 30 | Joachim Horn | Executive Director - Network Services Group | Engineering & Computer Science | 51 | 1-Apr-09 | 27 | Technology & Networks | 33,165,983 | T-Mobile/Group CTO |
| 31 | Jyoti Pawar | Director - Legal & Regulatory | Solicitor’s Degree, LLB | 45 | 18-Aug-08 | 19 | Legal | 10,090,469 | GE Money/Senior VP- Legal & Compliance |
| 32 | K Srinivas | President - Telemedia Services | B.E, PGDBM | 48 | 7-Nov-02 | 23 | Business Head | 28,513,786 | Hindustan Lever Ltd./Business Manager New Ventures |
| 33 | Krish Shankar | Executive Director - Human Resources | PGDBM | 48 | 23-Mar-07 | 27 | Human Resources | 17,809,495 | Unilever Asia Africa Singapore (Hindustan Lever Ltd.)/Vice President - HR |
| 34 | Kunwar Kishore Arora | Sr. Vice President | MBA | 51 | 18-Jun-08 | 26 | Prod. Dev. & Business Sol. Group | 7,536,431 | Uca Services Inc./Uca Services Inc/Vice President |
| 35 | L Ramakrishna | Sr. Vice President | Post Graduate | 47 | 29-Sep-00 | 23 | Supply Chain Management | 6,773,058 | Alcatel Business Systems/Sr. Manager |
| 36 | Manik Jhangiani | Group Director - Finance | CPA, Bsc. Accounting & Economics | 46 | 8-May-09 | 23 | Finance | 31,124,066 | The Coca - Cola Hellenic/CFO & Strategy Development Director |
| 37 | Manish Bhatt | Vice President | PGDBM | 45 | 11-Sep-03 | 25 | Sales | 6,056,990 | BPL Mobile Ltd/Branch Head |
| 38 | Manoj Murali | Vice President | MBA | 40 | 1-Oct-01 | 16 | Sales | 6,611,691 | Crompton Greaves/Area Sales Manager |
| 39 | Manoj Paul | Sr. Vice President | B.E & MBA | 43 | 8-Apr-02 | 20 | Business Head-Enterprise Services | 7,326,670 | HCL Commet/GM Legal |
| 40 | Milan Rao | Head Global Voice | BE & MBA | 41 | 1-Apr-03 | 17 | Business Head | 9,445,697 | JM Morgan Stanley/Head Sales |
| 41 | Mohit Beotra | Head - Brand - Marketing | MBA | 44 | 22-Mar-10 | 21 | Marketing | 7,196,342 | Lowe Lintas India Limited/Executive Director |
| 42 | Munish Kanotra | Sr. Vice President | PGDBM | 40 | 9-Oct-01 | 15 | Marketing | 7,965,597 | Spice Telecommunications/Sr. Manager |
| 43 | Murali Kittu | Sr. Vice President | MBA | 42 | 1-Jul-05 | 19 | Business Head-Mobile Services Andhra Pradesh | 7,677,144 | Standard Chartered Bank/National Manager |
| 44 | N L Garg | Sr. Vice President | B.E/B.Tech | 46 | 19-Jul-04 | 24 | Supply Chain Management | 7,704,663 | Escotel Mobile Communications Ltd./Dy Manager |
| 45 | Najib Khan | CEO - Telemedia West | B.E & MBA | 42 | 3-Jul-01 | 19 | Business Head | 8,337,925 | Alcatel Business Systems/Technical Manager |
| 46 | Narender Gupta | Group Director - Corporate Affairs | B.Com, PGDBM, FCS, LLB | 53 | 1-Feb-99 | 31 | Corporate Secretarial & Regulatory | 13,359,870 | DLF Cement Ltd./Sr. Manager-Legal to GM-Legal |
| 47 | Nilanjan Roy | Chief Controller - Finance | CA | 45 | 1-Mar-06 | 21 | Finance | 12,025,204 | Unilever Nv/Plc, Usa/Finance Director |
| 48 | Pankaj Miglani | Head - Wholesale Voice | CA | 41 | 21-Dec-01 | 18 | Business Head | 8,555,115 | GE Capital Transportation Financial Services/Asst Vice President |
| 49 | Pankaj Sootha | Vice President | M.Tech/M.S | 43 | 6-Mar-00 | 20 | Sales | 6,303,881 | Glosolar Energy (India) Ltd./Technical Manager |
| 50 | Prasanta Das Sarma | CEO - Mobile Services West Bengal - Orissa | B.E & MBA | 48 | 19-Aug-02 | 26 | Business Head | 10,675,849 | HFCL/Associate Vice President |
| 51 | Puneet Garg | Vice President | B.E/B.Tech | 42 | 30-Jan-06 | 19 | Network | 6,536,811 | Lucent Technologies/Asst. Director - NOS |
| 52 | R Mahalakshmi | Sr. Vice President | MBA | 38 | 30-Oct-08 | 14 | Human Resources | 6,242,995 | Ranbaxy Laboratories Ltd./GM-HR (L & D) |
| 53 | Raghunath Mandava | Operations Director - East Hub | B.E & MBA | 45 | 29-Sep-03 | 21 | Business Head | 10,733,770 | Hindustan Lever Ltd./Operations & Marketing Manager |
| 54 | Rajiv Rajgopal | CEO - Mobile Services Tamil Nadu | MBA | 44 | 12-Sep-07 | 20 | Business Head | 8,832,928 | Castrol India Limited/VP Sales - Retail |
| 55 | Rajnish Kaul | Sr. Vice President | Graduate | 43 | 28-Jan-03 | 22 | Business Head-Mobile Services Madhya Pradesh & Chhatisgarh | 6,940,578 | Escotel Mobile Communications Ltd/Head Sales |
| 56 | Ramamurthy Kolluri | Vice President | Post Graduate | 57 | 3-Nov-00 | 31 | Network | 6,145,795 | Siemens Public Communication Networks Ltd /VP Information & Broadband |
| 57 | Ramesh Menon | CEO - Mobile Services Maharashtra | PGDBM | 45 | 26-Oct-09 | 21 | Business Head | 8,407,007 | Spencers Retail Ltd./Sr. VP- Operations |
| 58 | Ravi Kaushal | Sr. Vice President | CA | 56 | 17-Apr-95 | 31 | Business Head-Corporate Office | 10,446,903 | TCILl Bellsouth Ltd./General Manager-Finance |
| 59 | Ravindra Singh Negi | Sr. Vice President | PGDBM | 39 | 1-Aug-00 | 16 | Business Head-Mobile Services Uttar Pradesh Uttaranchal | 7,338,610 | Koshika Telecom Ltd./Product Manager - Prepaid |
| 60 | Rohit Gothi | CEO - Mobile Services Uttar Pradesh | MBA | 43 | 17-Apr-09 | 20 | Business Head | 10,452,375 | Lornamead Acquisitions, London /Country Director, India |
| 61 | Rohit Malhotra | CEO - Telemedia Karnataka | MBA | 43 | 15-Apr-09 | 19 | Business Head | 7,858,943 | Pantaloon Retail India Ltd./Head Operation-South Zone |
| 62 | S Asokan | Executive Director - Supply Chain | B.E (Mechanical), AICWA | 53 | 7-Jun-06 | 26 | Supply Chain Management | 15,679,352 | Eicher Good Earth Limited/General Manager |
| 63 | S K Sharma | Sr. Vice President | B.E/B.Tech | 56 | 9-May-03 | 32 | Operational Excellence & Quality | 6,991,388 | GE Capital/Vice President - Quality |
| 64 | S Sivaramakrishnan | Sr. Vice President | Post Graduate | 59 | 1-Dec-03 | 31 | Information Technology | 7,007,785 | Think Business Network Pvt Ltd/Vice President |
| 65 | Samit Guha | Sr. Vice President | CA | 42 | 17-Mar-04 | 20 | Finance | 6,385,579 | Philips India Limited/Factory Controller |
| 66 | Sandeep Behl | Chief Service Officer - Enterprise Services - AES INTERNET | B.E/B.Tech | 48 | 16-Jan-07 | 25 | Cutomer Service Delivery | 9,757,378 | Hewett Pakward India Ltd./Business Head |
| 67 | Sanjay Kapoor | CEO - Bharti Airtel - India & South Asia | B.Com (Hons), MBA | 49 | 1-Mar-06 | 27 | Business Head | 53,299,760 | Tele Tech Services India Ltd./President & CEO |
| 68 | Sanjay Mittal | Sr. Vice President | B.E/B.Tech | 46 | 30-May-06 | 21 | Prod Dev & Business Sol Group | 7,258,582 | Ingram Micro India Ltd./Head-Sales |
| 69 | Sanjeev Bedekar | Sr. Vice President | M.Tech/M.S | 46 | 24-Aug-06 | 24 | Network | 7,812,926 | Tata Teleservices Ltd/Vice President |
| 70 | Sanjeev Kumar | CEO - Mobile Services Delhi | CS | 47 | 30-Jan-95 | 24 | Business Head | 8,941,804 | A F Ferguson/Consultant |
| 71 | Sarvjit Singh Dhillon | Group Director CMDs Office | BA., (Hons) FCIMA, MBA | 45 | 29-Jun-01 | 23 | Finance | 61,224,486 | British Telecom/ED & CFO |
| 72 | Saurabh Goel | Sr. Vice President | Post Graduate | 43 | 27-Jun-03 | 15 | Business Head-Airtel Center | 8,850,292 | Hughes Escorts Comm. Ltd./Team Lead |
| 73 | Shamini Ramalingam | Group Director - Internal Assurance | Bachelor of Commerce, University of Melbourne | 52 | 30-Nov-07 | 29 | Corporate AudIt Group | 14,901,258 | Telstra Corporation, Australia/National Manager, Business capability & Solutions |
| 74 | Shankar Halder | Chief Technical Officer - Airtel Network Group | B.E/B.Tech | 53 | 19-Apr-04 | 28 | Network | 20,687,018 | Escotel Ltd./Chief Technical Officer |
| 75 | Sharlin Thayil | CEO - Mobile Services Andhra Pradesh | PGDBM | 49 | 28-Dec-00 | 25 | Business Head | 7,427,623 | BILT/Deputy General Manager-South |
| 76 | Shashi Arora | CEO - Mobile Services Punjab | B.E & MBA | 47 | 1-Feb-06 | 21 | Business Head | 8,227,989 | Kotak Mahindra Bank/Group Head - Marketing |
| 77 | Shiben Das | Vice President | M.Tech/M.S | 43 | 22-Jan-01 | 17 | Network | 6,272,928 | DOT/Deputy General Manager |
| 78 | Shireesh Mukund Joshi | Director - Marketing | B.Tech & PGDBM | 45 | 19-Jan-09 | 21 | Marketing | 16,284,759 | Pepsico International - China/Marketing Director |
| 79 | Shishir Mohan Kumar | CEO - Mobile Services Bihar | PGDBM | 47 | 31-Aug-06 | 24 | Business Head | 9,052,960 | Beta Healthcare International Ltd./Chief Operating Officer |
| 80 | Shivan Bhargava | Sr. Vice President | B.E & MBA | 43 | 10-Oct-03 | 19 | Business Head-Mobile Services Gujarat | 6,516,482 | Coca - Cola India/Regional Logistics & Planning Manager |
| 81 | Shrirang N Bijur | Sr. Vice President | MBA | 58 | 12-Feb-07 | 37 | Supply Chain Management | 7,980,829 | Reliance Capital Ltd./Sr. Vice President |
| 82 | Srikanth Balachandran | Executive Director - Finance | CA, B.Com | 50 | 17-Nov-08 | 30 | Finance | 18,469,046 | Hindustan Unilever Limited/Programme Leader – Global Finance |
| 83 | Sriraman Jagannathan | Business Head - M-Commerce | B.Tech & MBA | 45 | 4-Jan-10 | 22 | Business Head | 12,803,142 | Citibank/Vice President |
| 84 | Sudeep Banerjee | Sr. Vice President | MBA | 42 | 21-Feb-05 | 19 | Human Resources | 7,729,827 | Aventis/General Manager-HR |
| 85 | Sudipto Chowdhury | CEO - Mobile Services Hexacom Rajasthan | Graduate | 48 | 16-Jun-03 | 25 | Business Head | 6,834,785 | Bharti Hexaom Ltd./Vice President |
| 86 | Sukesh Jain | Sr. Vice President | B.E & MBA | 44 | 1-Jun-00 | 19 | Business Head-Enterprise Services | 7,660,569 | Procall/Sr. Manager |
| 87 | Sunil Bharti Mittal | Chairman & Managing Director | Graduate | 53 | 1-Oct-01 | 25 | General Management | 196,087,677 | Bharti Cellular Ltd./CMD |
| 88 | Surendran C | Sr. Vice President | B.E & MBA | 45 | 4-Nov-03 | 23 | Business Head-Telemedia Mumbai | 6,369,087 | Modi Xercox/Head-Outsourcing |
| 89 | Umesh Gupta | Sr. Vice President | PGDSM | 43 | 12-Dec-06 | 20 | Information Technology | 6,098,372 | Equinox Overseas Private Limited/Chief Information Officer |
| 90 | Venkatesh v | CEO - Mobile Services Karnataka | PGDBM | 48 | 18-Jan-02 | 25 | Business Head | 11,876,670 | Hll/Marketing Manager |
| 91 | Vijai Prakash Tripathi | Vice President | Post Graduate | 48 | 15-Dec-97 | 23 | Network | 6,620,234 | Optel Telecom Ltd./Project Lead |
| 92 | Vijaya Sampath | Group General Counsel & Co. Secretary | B.A., LLB, FCS | 58 | 1-Jan-04 | 26 | Legal | 25,783,052 | Ranbaxy Laboratories/VP (Legal & Secretarial) |
| 93 | Vikas Singh | Hub CEO - Telemedia Delhi | MBA | 44 | 22-Aug-06 | 21 | Business Head | 11,035,476 | Hutch India/AVP-Sales & Marketing Operations |
| (B) | EMPLOYED FOR PART OF THE FINANCIAL YEAR | | | | | | | | |
| 1 | Abhay Johorey | Chief Service Officer - Mobile Services | PGDBM | 47 | 18-Oct-10 | 23 | Customer Service Delivery | 3,442,624 | Aviva Asia PTE LTD/Director Operations |
| 2 | Ajay Agrawal | Sr. Vice President | CA | 55 | 1-Jun-06 | 30 | Finance | 2,591,940 | Reliance Infocomm Ltd/Technical Lead-RA |
| 3 | Alexander Andrew Kelton | President - Enterprise Services | BSc. Electrical Engineering, Chartered Engineer (Eeng) & MIET | 52 | 5-Jul-10 | 32 | Business Head | 19,173,659 | Telstra International/Managing Director |
| 4 | Amandeep Singh | HUB Chief Technical Officer | B.E/B.Tech | 41 | 9-May-03 | 20 | Network | 7,352,745 | Spice Communications/Vice President |
| 5 | Amit Mathur | Sr. Vice President | MBA | 44 | 2-Jul-01 | 22 | Sales | 5,185,087 | Esconet (Escorts Grp. Co.)/Regional Operational Head |
| 6 | Ananda Mukerji | Group Director - Business Development | PGDBM, B.Tech | 51 | 7-Mar-11 | 25 | Business Development | 1,491,042 | Firstsource Solutions Limited/Founding Managing Director & CEO |
| 7 | Arun Das | Vice President | MBA | 48 | 27-Nov-06 | 24 | Sales | 4,158,537 | Tata/Vice President |
| 8 | Ashish D Kalay | Chief Informations Officer - B2C | MBA | 47 | 8-Nov-10 | 21 | Information Technology | 3,037,272 | Colt Telecom/Director/IT Head- India |
| 9 | Badal Bagri | Chief Controller - Finance | CA | 40 | 24-Sep-10 | 11 | Finance | 3,558,716 | Genpact/Sr. Vice President and Global Controller |
| 10 | Bhaskar Chakraborty | Chief Supply Chain Officer | PGDBM | 54 | 19-May-97 | 31 | Supply Chain Management | 6,105,561 | Fibcom India Ltd./Chief of Materials |
| 11 | Christopher Tobit | Managing Director & CEO - Warid Telecom International Ltd. Bangladesh | Graduate | 47 | 1-Feb-99 | 26 | Business Head | 12,871,788 | Collettes Group of Companies/Group Business Development Manager |
| 12 | Deepak Srivastava | Chief Executive Officer - Mobile Services West Bengal & Kolkata | B.E/B.Tech | 52 | 13-Sep-04 | 28 | Business Head | 5,235,139 | BOC Edwards/GM-South Asia & Country Manager, India |
| 13 | Elango Thambiah | Director - North | MBA | 46 | 8-Oct-01 | 22 | Business Head | 20,721,055 | Spice Communications/Vice President |
| 14 | Gayatri Varma | Chief People Officer | MBA | 43 | 9-Aug-10 | 18 | Human Resources | 4,662,725 | American Express India/VP - HR, India Middle East & Africa |
| 15 | Girish Mehta | Chief Marketing Officer - Telemedia Services | B.E & MBA | 42 | 30-Aug-10 | 15 | Marketing | 3,592,723 | Dell/Director of Consumer Marketing |
| 16 | Indeevar Krishna | Sr. Vice President | PGDBM | 42 | 1-Nov-10 | 17 | Customer Service Delivery | 2,503,595 | Citibank/Head - Branch Operations and Service, North |
| 17 | Jagbir Singh | Chief Technical Officer - Mobile | MBA | 47 | 9-Nov-01 | 24 | Technical | 17,516,000 | Nortel Networks, Singapore/Director - Network Systems |
| | Services & Transport Network Group | | | | | | | & Solutions |
| 18 | Jai Menon | Group Director - IT | MS-Mech Engg. & PhD Mech Engg & Computer Science | 47 | 22-Aug-02 | 19 | Information Technology | 26,508,828 | BellSouth Corporation/Corporate Officer and Executive Vice President |
| 19 | Manoj Kohli | CEO (International) & Joint Managing Director | B.Com, LLB, MBA | 52 | 26-Oct-02 | 31 | Business Head | 42,420,280 | Escotel Mobile Communications Ltd./Executive Director & CEO |
| 20 | Mehul K Shah | Chief Architecture & Planning - IT & Innovation | MS in Computer, BS (Engg) | 45 | 13-Dec-06 | 20 | Information Technology | 3,479,487 | Verizon Communications Irving TX/Technical Manager- Strategic Architecture Platforms |
| 21 | N Arjun | Director - Projects | B.Com, MBA & PG Diploma in International Trade | 54 | 17-Jan-83 | 30 | Business Head | 11,784,166 | Bharti Tele-Ventures Ltd./Chief Operating Officer |
| 22 | Nils Rix | Head - Strategy - Architecture & Engineering | Doctorate (Applied Physics) | 48 | 8-Sep-10 | 28 | Network | 6,245,840 | Ericsson Inc., North America/VP Networks & VP Strategy & Marketing, CTO |
| 23 | Rahul Gupta | Chief Customer Service Officer | CA | 46 | 1-Dec-06 | 23 | Customer Service Delivery | 6,836,311 | GE Capital Business Process Mgmt Service Ltd./Vice President |
| 24 | Rajan Swaroop | Executive Director - NSBU | B.E & MBA | 54 | 15-Nov-04 | 28 | Business Head | 8,303,463 | Escotel Mobile Comunications Ltd./CEO and Executive Director |
| 25 | Rajnish Singh Baweja | Financial Controller | CA | 42 | 26-Sep-01 | 17 | Finance | 6,922,730 | Spice Communications Ltd/AGM-Finance |
| 26 | Rupinder Goel | Chief Informations Officer - Enterprise Services | MBA | 51 | 17-Jul-06 | 24 | Information Technology | 6,992,153 | I Soft Ppe Ltd/CIO |
| 27 | S Ravi Kumar | Chief Supply Chain Officer Operations | B.E & MBA | 51 | 5-Aug-10 | 25 | Supply Chain Management | 4,279,388 | Samsonite Singapore Pte Ltd/Vice President - Southeast Asia |
| 28 | Saleem Mobhani | Sr. Vice President | B.E | 40 | 3-Aug-09 | 11 | Business Head-Mobility | 4,020,311 | Hungama Digital Media Entertainment Pvt. Ltd./Chief Operation Office |
| 29 | Sam Elangalloor | CEO - Telemedia West | PGDBM | 47 | 2-Feb-04 | 21 | Business Head | 4,359,847 | Zee Telefilms/Vice President - Sales & Mktg. |
| 30 | Sanjay Berry | Vice President | CA | 42 | 2-Apr-07 | 17 | Finance | 4,143,111 | Patni Computers/VP - Finance |
| 31 | Sanjay Jain | Vice President | CA | 47 | 13-Aug-98 | 18 | Finance | 4,543,771 | Continental Float Glass/Manager |
| 32 | Shailesh A Kantak | Sr. Vice President | MBA | 45 | 12-Jan-06 | 18 | Business Head-B&TS Mumbai | 4,103,323 | BPL Mobile Ltd/Chief Operating Officer |
| 33 | Shyam Prabhakar Mardikar | Sr. Vice President | B.E | 41 | 20-Sep-01 | 17 | Network | 7,155,005 | C-Dot/Research Engineer |
| 34 | Subir Jana | Vice President | B.E & MBA | 44 | 16-Apr-07 | 18 | Supply Chain Management | 4,997,455 | Tata Autocomp Limited/General Manager |
| 35 | Sukhjit Singh Pasricha | Sr. Vice President | MBA | 39 | 7-Mar-07 | 17 | Human Resources | 3,444,213 | Pepsi/Vice President - HR |
| 36 | Sundaresan A S | Head - Sales & Distribution | Post Graduate | 47 | 2-Jul-10 | 23 | Marketing | 5,578,399 | Asian Paints Limited/General Manager Sales |
| 37 | Sunil Colaso | Sr. Vice President | MBA | 45 | 1-Oct-02 | 18 | Business Head-MO Maharashtra | 1,092,369 | Max Healthcare/Dy. General Manager - Marketing |
| 38 | Sunil K Goyal | Project Management - DTH | ICWA | 44 | 1-Jun-10 | 21 | Business Head | 1,870,793 | Beetel Teletech Limited/CEO |
| 39 | Vineet Taneja | Operations Director - South Hub | B.E & MBA | 47 | 17-May-10 | 23 | Business Head | 8,724,679 | Nokia India/Head of Marketing |
| 40 | Vishal Gupta | Vice President | B.E & MBA | 42 | 12-Jul-99 | 20 | Supply Chain Management | 2,821,777 | Birla AT&T Communication/Assistant Manager |
| 41 | Vishal Sehgal | Sr. Vice President | B.E & MBA | 43 | 14-Jul-05 | 22 | Business Head-MO Hexacom Rajasthan | 2,334,635 | Reliance Infocomm Ltd/Head-Cluster Sales & Operations & Business Head Post Paid Business |
Notes: 1. Gross remuneration comprises of salary, allowances, Company’scontribution to provident fund and taxable value of perquisites
2. The employee would qualify for being included in Category (A) or (B) on thefollowing basis:
For (A) if the aggregate remuneration drawn by him during the year was not less than Rs6,000,000 per annum
For (B) if the aggregate remuneration drawn by him during the part of the year was notless than Rs 5,00,000 per month
3. None of the employees mentioned above is a relative of any director of the Company
4. None of the employees mentioned above hold 2% or more share capital of the Company
5. The designation - ‘Director’ wherever prefixed describing the area ofresponsibility occurring in the above statement is not a Board position except that ofMr.Sunil Bharti Mittal
6. There are no specific terms and conditions for employment
7. Nature of employment for all the employees is permanent except for Mr. Sunil BhartiMittal which is contractual