You are here » Home » Companies » Company Overview » Bharti Airtel Ltd

Bharti Airtel Ltd.

BSE: 532454 Sector: Telecom
NSE: BHARTIARTL ISIN Code: INE397D01024
BSE LIVE 15:40 | 09 Dec 331.00 -0.70
(-0.21%)
OPEN

335.00

HIGH

337.05

LOW

328.00

NSE LIVE 15:47 | 09 Dec 332.00 -0.45
(-0.14%)
OPEN

334.15

HIGH

337.45

LOW

329.10

OPEN 335.00
PREVIOUS CLOSE 331.70
VOLUME 183938
52-Week high 384.90
52-Week low 282.30
P/E 22.56
Mkt Cap.(Rs cr) 132313.94
Buy Price 0.00
Buy Qty 0.00
Sell Price 331.00
Sell Qty 898.00
OPEN 335.00
CLOSE 331.70
VOLUME 183938
52-Week high 384.90
52-Week low 282.30
P/E 22.56
Mkt Cap.(Rs cr) 132313.94
Buy Price 0.00
Buy Qty 0.00
Sell Price 331.00
Sell Qty 898.00

Bharti Airtel Ltd. (BHARTIARTL) - Director Report

Company director report

Board’s Report

Dear Members

Your Directors have pleasure in presenting the 21st Board Report on theCompany’s business and operations together with audited financial statements andaccounts for the financial year ended March 31 2016.

Company Overview

Bharti Airtel is among the top three mobile service providers globally with presence in20 countries including India Sri Lanka Bangladesh and 17 countries in the Africancontinent.

The Company’s diversified service range includes mobile voice and data solutionsusing 2G 3G and 4G technologies. Its service portfolio comprises an integrated suite oftelecom solutions to its customers besides providing long-distance connectivity in IndiaAfrica and the rest of the world. The Company also offers Digital TV and IPTV services inIndia. All these services are rendered under a unified brand ‘airtel’ eitherdirectly or through subsidiary companies.

The Company also deploys and manages passive infrastructure pertaining to telecomoperations through its subsidiary Bharti Infratel Limited which also owns 42% of IndusTowers Limited. Together Bharti Infratel and Indus Towers are the largest passiveinfrastructure service providers in India.

Financial Results

In compliance with the provisions of Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) the Company hasprepared its standalone and consolidated financial statements as per Indian GenerallyAccepted Accounting Principles (IGAAP) for the FY 2015-16. In addition the Company hasalso prepared consolidated financials as per the International Financial ReportingStandards (IFRS). The standalone and consolidated financial highlights of theCompany’s operations are as follows:

Standalone Financial Highlights (IGAAP)

Particulars FY 2015-16 FY 2014-15
USD USD
Millions Millions* Millions Millions*
Gross revenue 603002 9209 554964
9083
EBITDA before exceptional items 238218 3363 246241 4030
Cash profit from operations 202628 3095 232150 3799
Earnings before taxation 100398 1533 156553 2562
Net Income / (Loss) 75465 1153 132005 2160

• 1 USD = ' 65.48 Exchange Rate for the financial year ended March 31 2016. (1USD = ' 61.10 Exchange Rate for the financial year ended March 31 2015).

Consolidated Financial Highlights (IGAAP)

FY 2015-16 FY 2014-15
Particulars USD USD
Millions Millions* Millions Millions*
Gross revenue 1009373 15415 961007 15728
EBITDA before exceptional items 378133 5775 356978 5872
Cash profit from operations 291115 4446 312513 5115
Earnings before taxation 106677 1629 105398 1725
Net Income / (Loss) 44566 680 46208 756

• 1 USD = ' 65.48 Exchange Rate for the financial year ended March 31 2016. (1USD = ' 61.10 Exchange Rate for the financial year ended March 31 2015).

Consolidated Financial Highlights (IFRS)

FY 2015-16 FY 2014-15
Particulars USD USD
Millions Millions* Millions Millions*
Gross revenue 965321 14742 920394 15064
EBITDA before exceptional items 341902 5222 314517 5148
Cash profit from operations 289152 4416 285280 4669
Earnings before taxation 120705 1843 107130 1753
Net Income / (Loss) 54842 838 51835 848

• 1 USD = ' 65.48 Exchange Rate for the financial year ended March 31 2016. (1USD = ' 61.10 Exchange Rate for the financial year ended March 31 2015).

The financial results and the results of operations including major developments havebeen further discussed in detail in the Management Discussion and Analysis section.

Share Capital

During the year there was no change in the Company’s issued subscribed andpaid-up equity share capital. On March 31 2016 it stood at ' 19987 Mn divided into3997400102 equity shares of ' 5/- each.

General Reserve

The Company has not transferred any amount to the General Reserve for the financialyear ended March 31 2016.

Dividend

Your Directors have recommended a final dividend of ' 1.36 per equity share of ' 5 eachfully paid-up (27.2 % of face value) for FY 2015-16. The total final dividend payout willamount to ' 5436 Mn excluding tax on dividend. The payment of final dividend is subjectto the approval of shareholders in the Company’s ensuing Annual General Meeting(AGM).

The Register of Members and Share Transfer Books will remain closed from SaturdayAugust 13 2016 to Friday August 19 2016 (both days inclusive) for the purpose ofpayment of final dividend for the FY 2015-16 if declared at the ensuing AGM.

Transfer of amount to Investor Education and Protection Fund

Since the Company declared its maiden dividend in August 2009 for FY 2008-09 nounclaimed dividend was transferred to Investor Education and Protection Fund in theprevious year.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason August 21 2015 (date of last Annual General Meeting) on the Company’s website www.airtel.com.

Deposits

The Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as on the balance sheet closure date.

Capital Market Ratings

As on March 31 2016 the Company was rated by two domestic rating agencies namelyCRISIL and ICRA and three international rating agencies namely Fitch RatingsMoody’s and S&P

CRISIL and ICRA maintained their long-term ratings of the Company. Currently they ratethe Company at [CRISIL] AA+ / [ICRA] AA+ with a stable outlook. Short-term ratings weremaintained at the highest end of the rating scale at [CRISIL] A1+ / [ICRA] A1+.

Fitch Moody’s and S&P also maintained the ratings at BBB-/ StableBBB-/Stable and Baa3/Stable respectively.

As on March 31 2016 the Company was rated ‘Investment Grade’ with a‘Stable’ outlook by all three international credit rating agencies.

Employee Stock Option Plan

At present the Company has two Employee Stock Option (ESOP) schemes namely EmployeeStock Option Scheme 2001 and Employee Stock Option Scheme 2005. Besides attracting talentthese schemes also helped retain talent and experience. The HR and Nomination Committeeadministers and monitors the Company’s ESOP schemes.

Both the ESOP schemes are currently administered through Bharti Airtel EmployeesWelfare Trust (ESOP Trust) whereby shares held by the Trust are transferred to employeesupon exercise of stock options as per the terms of the Schemes. During the financial year2015-16 the Company has obtained approval of members through postal ballot authorisingthe ESOP Trust to acquire the Company’s shares from secondary market forimplementation of ESOP Scheme 2005. Apart from the said change there were no otherchanges in the ESOP Schemes of the Company.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations 2014(ESOP Regulations) a disclosure with respect to ESOP Schemes of the Company as on March31 2016 is annexed as Annexure A to this report and has also been uploaded on theCompany’s website at http://www.airtel.in/wps/wcm/connect/c9e25993-5b80-4eb0-9874-37614225b876Annexure+Pursuant.+to+ESOP+Regulat.ions.pdf?MOD=AJPERES&CONVERTTO=url&CACHEID=c9e25993-5b80- 4eb0-9874-37614225b876.

The aforesaid ESOP Schemes of the Company are in compliance with the ESOP Regulations.A certificate from M/s. S. R. Batliboi & Associates LLP Chartered AccountantsStatutory Auditors with respect to the implementation of the Company’s ESOP schemeswould be placed before the shareholders at the ensuing AGM. A copy of the same will alsobe available for inspection at the Company’s registered office.

Material changes and commitments affecting the financial position between the end offinancial year and date of report after the balance sheet date

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year and date of this report.

Directors and Key Managerial Personnel Inductions Re-appointments Retirements &Resignations

In line with the Company’s policy on Independent Directors the term of Ms.Obiageli Ezekwesili ended on September 25 2015. Mr. Rajan Bharti Mittal resigned from theCompany’s Board w.e.f. January 07 2016. The Board place on record its appreciationfor help guidance and contribution made by the outgoing Directors during their tenure onthe Board.

Mr. Rakesh Bharti Mittal was appointed as an Additional NonExecutive Director on theBoard w.e.f. January 07 2016 and will hold the office till the date of ensuing AnnualGeneral Meeting and is eligible for re-appointment. The Company has received requisitenotice from a member under Section 160 of the Companies Act 2013 proposing theappointment of Mr. Rakesh Bharti Mittal as the Company’s Non-Executive Directorliable to retire by rotation. Accordingly the Board recommends his appointment.

Ms. Chua Sock Koong will retire by rotation at the ensuing AGM and being eligible hasoffered herself for reappointment.

Mr. Sunil Bharti Mittal Chairman will be completing his present term as Chairman ofthe Company on September 30 2016. On the recommendation of the HR and NominationCommittee the Board in its meeting held on April 27 2016 subject to the approval ofshareholders has re-appointed Mr. Sunil Bharti Mittal as Chairman of the Company for afurther term of five years w.e.f. October 01 2016.

Brief resume nature of expertise details of directorships held in other companies ofthe Directors proposed to be appointed / re-appointed along with their shareholding inthe Company as stipulated under Secretarial Standard 2 and Regulation 36 of the ListingRegulations is appended as an Annexure to the Notice of the ensuing AGM.

The Board has appointed Mr Nilanjan Roy as the Global Chief Financial Officer w.e.f.August 05 2015 in place of Mr. Srikanth Balachandran who has taken up the role ofGlobal Chief HR Officer of the Company

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Companyconfirming that they continue to meet with the criteria of independence as prescribedunder Section 149 of the Companies Act 2013 and Regulation 25 of the Listing Regulations.The Independent Directors have also confirmed that they have complied with theCompany’s code of conduct.

Board Diversity and Policy on Director’s Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to itssuccess. A diverse Board among others enhances the quality of decisions by utilisingdifferent skills qualifications professional experience and knowledge of the Boardmembers necessary for achieving sustainable and balanced development. The Board hasadopted a policy on ‘Nomination Remuneration and Board Diversity’ which setsout the criteria for determining qualifications positive attributes and independence of adirector The detailed policy is available on the Company’s website at http://www. airtel.in/wps/wcm/connect/92b49e0e-8810-497a-9c3e-9b80657a3688/Policy-on-Remuneration-Nomination-and- Board-Diversit.y.pdf?MOD=AJPFRFS andis also annexed as Annexure B to this report.

Annual Board Evaluation and Familiarisation Programme for Board Members

A note on the familiarisation programme adopted by the Company for orientation andtraining of the Directors and the Board evaluation process undertaken in compliance withthe provisions of the Companies Act 2013 and the Listing Regulations is provided in theReport on Corporate Governance which forms part of this Report.

Committees of Board Number of Meetings of the Board and Board Committees

The Board of Directors met four times during the previous financial year. As on March31 2016 the Board has six committees namely the Audit & Risk Management Committeethe HR and Nomination Committee the Corporate Social Responsibility (‘CSR’)Committee the Stakeholders’ Relationship Committee the Committee of Directors andthe Airtel Corporate Council.

All the recommendations made by Committees of Board including the Audit & RiskManagement Committee were accepted by the Board. A detailed update on the Board itscomposition detailed charter including terms and reference of various Board Committeesnumber of Board and Committee meetings held during FY 2015-16 and attendance of theDirectors at each meeting is provided in the Report on Corporate Governance which formspart of this Report.

Subsidiary Associate and Joint Venture Companies

As on March 31 2016 your Company has 109 subsidiaries 2 associates and 3 jointventures as set out in page no. 344 of the Annual Report (for Abridged Annual Reportplease refer page no. 84).

During FY 2015-16 Augere Wireless Broadband India Private Limited (AWBIPL) and AirtelMoney Transfer Limited became subsidiaries of the Company and AWBIPL is in the process ofamalgamation with the Company. Airtel DTH Services Congo (RDC) SARL Burkina Faso TowersS.A. Niger Towers S.A. Bharti Airtel (Canada) Limited Airtel Broadband Services PrivateLimited Uganda Towers Limited Kenya Towers Limited Warid Congo S.A. and Zambian TowersLimited were liquidated and accordingly ceased to be subsidiaries of the Company.

During FY 2015-16 Indo Teleports Limited (formerly known as Bharti Teleports Limited)ceased to be an associate company and became a subsidiary of the Company and Forum IAviation Private Limited ceased to be a joint venture of the Company.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of Companies(Accounts of Companies) Rules 2014 a statement containing salient features of financialstatements of subsidiary associate and joint venture companies is annexed on page no. 111of the Abridged Annual Report and page no. 352 of the full version of Annual Report. Thestatement also provides the details of performance and financial position of each of thesubsidiary associate and joint venture.

The audited financial statements of each of its subsidiary associate and joint venturecompanies would be available for inspection at the Company’s registered office andalso at registered offices of the respective companies.

Copies of the annual accounts of the subsidiary associate and joint venture companieswill also be made available to the investors of Bharti Airtel and those of the respectivecompanies upon request.

Abridged Annual Report

In terms of the provision of Section 136(1) of the Companies Act 2013 Rule 10 ofCompanies (Accounts of Companies) Rules 2014 and Regulation 36 of the ListingRegulations the Board of Directors has decided to circulate the Abridged Annual Reportcontaining salient features of the balance sheet and statement of profit and loss andother documents to the shareholders for FY 2015-16 who have not registered their e-mailid. The Abridged Annual Report is being circulated to the members excluding Annexures tothe Board’s Report viz. the ‘Disclosure on FSOPs’ ‘Policy onNomination Remuneration and Board Diversity’ ‘Secretarial Audit Report’Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act 2013’‘Business Responsibility Report’ ‘Report on Corporate Governance andAuditors’ Certificate on compliance of conditions of Corporate Governance’‘Extract of Annual Return' ‘Note on Energy Conservation Technology Absorptionand Foreign Exchange Earnings & Outgo’ and ‘Disclosures relating toremuneration u/s 197(12) read with Rule 5(1) and Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014’.

Members who desire to obtain the full version of the report may write to the CompanySecretary at the registered office address and will be provided with a copy of the same.Full version of the Annual Report will also be available on the Company’s website www.airtel.com.

Auditors and Auditors’ Report Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 M/s. S. R.Batliboi & Associates LLP Chartered Accountants were appointed as the Company’sStatutory Auditors by the shareholders in the AGM held on September 01 2014 for a periodof three years i.e. till the conclusion of 22nd AGM.

The said appointment is subject to ratification by the members at every AGM.Accordingly the appointment of M/s. S. R. Batliboi & Associates LLP CharteredAccountants as the Company’s Statutory Auditors is placed for ratification by themembers. The Company has received a certificate from the Statutory Auditors to the effectthat ratification of their appointment if made shall be in accordance with theprovisions of Section 141 of the Companies Act 2013.

The Board has duly examined the Statutory Auditors’ Report to the accounts whichis self-explanatory. Clarifications wherever necessary have been included in the Notesto Accounts section of the Annual Report.

As regards the comments under para i(a) of the Annexure 1 to the IndependentAuditors’ Report regarding updation of quantitative and situation details relating tocertain fixed assets the Company is in the process of executing a comprehensive projectwith the involvement of technical experts for deploying automated tools and processeswhich will enable near real-time tracking of fixed assets and reconciliation thereto. Thisproject is expected to be completed by next year.

Cost Auditors

The Board on the recommendation of the Audit & Risk Management Committee hasapproved the appointment of M/s. R. J. Goel & Co. Cost Accountants as Cost Auditorsfor the financial year ending March 31 2017. The Cost Auditors will submit their reportfor the financial year ending 2015-16 on or before the due date.

In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 since the remuneration payable to the CostAuditors is required to be ratified by the shareholders the Board recommends the same forapproval by shareholders at the ensuing AGM.

Secretarial Auditors

The Company had appointed M/s. Chandrasekaran Associates Company Secretaries toconduct its Secretarial Audit for the financial year ended March 31 2016. The SecretarialAuditors have submitted their report confirming compliance by the Company of all theprovisions of applicable corporate laws. The Report does not contain any qualificationreservation or adverse remark. The Secretarial Audit Report is annexed as Annexure C tothis report.

The Board has reappointed M/s. Chandrasekaran Associates Company Secretaries NewDelhi as Secretarial Auditor of the Company for FY 2016-17.

Sustainability Journey

Over the past few years sustainability has not only been an integral part but alsoinvariably complementary to Airtel’s business agenda. Airtel’s sustainabilityjourney endeavours to contribute further to its society and environment. The Company madesocial inclusion as a cornerstone of its sustainability programme in order to create valueacross its entire value chain. To drive this agenda Airtel has an undivided focus onbridging the digital divide and ensuring that millions more are empowered throughsustainable social and economic development. It has been pushing boundaries and changingthe business paradigms across industries by enabling the growth of sectors like financeand banking education health agriculture and put in place innovative ways to reduce thecarbon footprint. Airtel has been strengthening its efforts to reiterate its commitmenttowards bringing a positive transformation by enabling digital inclusion well-being ofcommunities and enriching their lives through its core competencies. It is passionate toactively support Bharti Foundation and its educational and other initiatives.

Airtel’s sustainability and business responsibility initiatives have been detailedin its Sustainability Reports which can be located on the Company’s website http://www.airt.el.in/sust.ainabilit.y-file/home.html.

Corporate Social Responsibility (CSR)

At Bharti Airtel Corporate Social Responsibility (CSR) encompasses much more thansocial outreach programmes. It lies at the heart of the Company’s businessoperations. Over the years the Company has aligned its business processes and goals tomake a more deep-rooted impact on the society’s sustainable development.

In accordance with the requirements of Section 135 of the Companies Act 2013 theCompany has constituted a CSR Committee. The composition and terms of reference of the CSRCommittee is provided in the Report on Corporate Governance which forms part of thisReport.

The Company has also formulated a Corporate Social Responsibility Policy which isavailable on the Company’s website at ht.t.p://www.airt.el.in/wps/wcm/connect./fd7b3172-02e5-4e25-af7e-51d64cc17534/CSR+Policy. pdf?MOD=AJPERES&ContentCache=NONE.

During FY 2015-16 the Company has spent over ' 534.69 Mn towards the CSR activities.Being the initial years the Company is in the process of evaluating the focus areas /locations of intervention for CSR activities to cater to the pressing needs of society anddeliver optimal impact. As a socially responsible Company your Company is committed toincrease its CSR impact and spend over the coming years with its aim of playing a largerrole in India’s sustainable development by embedding wider economic social andenvironmental objectives.

A detailed update on the CSR initiatives of the Company is provided in the CorporateSocial Responsibility and Sustainability Report which forms part of the Annual Report.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act 2013is annexed as Annexure D to this Report.

Business Responsibility Report

As stipulated under the Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from environmental social and governanceperspective forms part of the Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of the Annual Report.

Corporate Governance

A detailed report on Corporate Governance pursuant to the requirements of Regulation34 of the Listing Regulations forms part of the Annual Report.

A certificate from M/s. S. R. Batliboi & Associates LLR Chartered Accountants theStatutory Auditors of the Company confirming compliance of conditions of CorporateGovernance as stipulated under the Listing Regulations is annexed as Annexure H to thisreport.

Risk Management

Risk management is embedded in Bharti Airtel’s operating framework. The Companybelieves that managing risks goes hand-in-hand with maximising returns. To this effectthere is a robust process in place to identify key risks across the Group and prioritiserelevant action plans to mitigate these risks. Risk Management framework is reviewedperiodically by the Board and the Audit & Risk Management Committee which includesdiscussing the management submissions on risks prioritising key risks and approvingaction plans to mitigate such risks.

The Company has a duly approved Risk Management Policy. The objective of this policy isto have a well-defined approach to risk. The Policy lays broad guidelines for theappropriate authority so as to be able to do timely identification assessment andprioritisation of risks affecting the Company in the short and foreseeable future. ThePolicy suggests framing an appropriate response action for the key risks identified so asto make sure that risks are adequately compensated or mitigated.

The Internal Audit function is responsible to assist the Audit & Risk ManagementCommittee on an independent basis with a full status of the risk assessments andmanagement.

Operationally risk is being managed at the top level by Management Boards (AMB andAfrica Exco) and at operating level by Executive Committees of Circles in India andOperating Companies in the international operations.

Detailed discussion on Risk Management forms part of Management Discussion &Analysis under the section ‘Risks and Concerns’ which forms part of this AnnualReport. At present in the opinion of the Board of Directors there are no risks which maythreaten the existence of the Company

Internal Financial Control and its Adequacy

The Company has in place adequate tools procedures and policies ensuring orderly andefficient conduct of its business including adherence to the Company’s policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.

Other Statutory Disclosures Vigil Mechanism

The Code of Conduct and vigil mechanism applicable to Directors and Senior Managementof the Company is available on the Company’s website at http://www.airtel.in/about-bharti/investor-relations/corporate-governance.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code ofConduct is also provided in the Report on Corporate Governance which forms part of thisAnnual Report.

Extract of Annual Return

In terms of provisions of Section 92 134(3)(a) of the Companies Act 2013 read withRule 12 of Companies (Management and Administration) Rules 2014 the extracts of AnnualReturn of the Company in form MGT-9 is annexed herewith as Annexure E to this report.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

Particulars of Loans Guarantees and Investments

Particulars of loans guarantees and investments form part of Note no. 18 & 24 26and 17 & 20 respectively to the financial statements provided in the full version ofthe Annual Report.

Related Party Transactions

A detailed note on procedure adopted by the Company in dealing with contracts andarrangements with Related Parties is provided in the Report on Corporate Governance whichforms part of this Annual Report.

All arrangements / transactions entered by the Company with its related parties duringthe year were in the ordinary course of business and on arm’s length basis. Duringthe year the Company has not entered into any arrangement / transaction with relatedparties which could be considered material in accordance with the Company’s Policy onRelated Party Transactions and accordingly the disclosure of Related Party Transactionsin Form AOC - 2 is not applicable. However names of Related Parties and details oftransactions with them have been included in Note no. 47 to the financial statementsprovided in the full version of the Annual Report and Note no. 21 of the financialstatements provided in abridged version of the Annual Report under Accounting Standard 18.

The Policy on the Related Party Transactions is available on the Company’s websiteat http://www.airtel.in/wps/wcm/connect/36a5305d-f0ba-490c-9eff- 152ef6811917/BALPolicv-on-Related-PartvTransactions. pdf?MOD=AJPERES.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation technology absorption and foreign exchange earningsand outgo as required under

Section 134(3) of the Companies Act 2013 read with the Rule 8 of Companies (Accountsof Companies) Rules 2014 is annexed as Annexure F to this report.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) read with Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure G to this report.

The information as required to be provided in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure I to this report.

Directors’ Responsibility Statement

Pursuant to Section 134 of the Companies Act 2013 the Directors to the best of theirknowledge and belief confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

f) t he Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Board wish to place on record their appreciation to the Department ofTelecommunications (DoT) the Central Government the State Governments in IndiaGovernment of Bangladesh Government of Sri Lanka and Governments in the 17 countries inAfrica Company’s bankers and business associates for the assistance co-operationand encouragement they extended to the Company.

The Directors also extend their appreciation to the employees for their continuingsupport and unstinting efforts in ensuring an excellent all-round operational performance.The Directors would like to thank various partners viz. Bharti Telecom LimitedSingapore Telecommunications Ltd. and other shareholders for their support andcontribution. We look forward to their continued support in future.

For and on behalf of the Board
Place: Gurgaon Sunil Bharti Mittal
Date: April 27 2016 Chairman

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard