Your Directors have pleasure in presenting the 22nd Board Report on the
Company's business and operations, together with audited financial statements and accounts
for the financial year ended March 31, 2017.
Bharti Airtel is among the top three mobile service providers globally with presence in
17 countries, including India, Sri Lanka and 15 countries in the African continent.
The Company's diversified service range includes mobile, voice and data solutions,
using 2G, 3G and 4G technologies. Its service portfolio comprises Digital TV services, an
integrated suite of telecom solutions for its customers, besides providing long distance
connectivity in India, Africa and rest of the world. All the services are rendered under a
unified brand airtel' either directly or through subsidiary companies. Airtel Money'
(known as Airtel Payments Bank' in India) extends product portfolio to further our
financial inclusion agenda and offers convenience of payments and money transfers on
mobile phones over secure and stable platforms in India, and across all 15 countries in
The Company also deploys and manages passive infrastructure pertaining to telecom
operations through its subsidiary Bharti Infratel Limited, which also owns 42% of Indus
Towers Limited. Together, Bharti Infratel and Indus Towers are the largest passive
infrastructure service providers in India.
In compliance with the provisions of the Companies Act, 2013, and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations')
the Company has prepared its standalone and consolidated financial statements as per
Indian Accounting Standards (Ind AS) for the FY 2016-17. The standalone and consolidated
financial highlights of the Company's operations are as follows:
Standalone Financial Highlights (Ind AS)
|EBITDA before exceptional items
|Cash profit from operations
|Earnings before taxation
|Net Income/ (Loss)
*1 USD = ' 67.16 Exchange Rate for the financial year ended March 31, 2017. (1 USD = '
65.48 Exchange Rate for the financial year ended March 31, 2016).
Consolidated Financial Highlights (Ind AS)
|EBITDA before exceptional items
|Cash profit from operations
|Earnings before taxation
|Net Income/ (Loss)
*1 USD = ' 67.16 Exchange Rate for the financial year ended March 31, 2017.
(1 USD = ' 65.48 Exchange Rate for the financial year ended March 31, 2016).
The financial results and the results of operations, including major developments have
been further discussed in detail in the Management Discussion and Analysis section.
Indian Accounting Standards
The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015,
notified the Indian Accounting Standards (Ind AS) applicable to certain class of
companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of
the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.
Pursuant to the aforesaid notification, with effect from April 01, 2016, the Company
has transitioned to Ind AS and the transition date being April 01, 2015. The transition is
carried out from accounting principles generally accepted in India being the previous GAAP
Accordingly, basis the accounting policies and Ind-AS 101 exemptions finalised, the impact
of transition has been provided in the opening equity as at April 01, 2015 and figures for
the previous year have been adjusted accordingly.
The reconciliation and explanation of the effect of transition to Ind AS are given in
detail in note 23 and 29 of the standalone and consolidated financial statements
During the year, there was no change in the Company's issued, subscribed and paid-up
equity share capital. On March 31, 2017, it stood at ' 19,987 Mn, divided into
3,997,400,102 equity shares of ' 5/- each.
Augere Wireless Broadband India Private Limited, a subsidiary company was amalgamated
with the Company w.e.f. February 15, 2017. As per the Scheme of Amalgamation, the
authorised share capital of Augere Wireless Broadband India Private Limited was
transferred to the Company and consequently the authorised share capital of the Company
was increased from ' 25,000 Mn (divided into 5,000 Mn equity shares of ' 5/- each) to '
27,500 Mn (divided into 5,500 Mn equity shares of ' 5/- each).
The Company has not transferred any amount to the General Reserve for the financial
year ended March 31, 2017.
Your Directors have recommended a final dividend of ' 1.00 per equity share of '
5 each fully paid-up (20.00 % of face value) for FY 2016-17. The total final dividend
payout will amount to ' 3,997 Mn, excluding tax on dividend. The payment of final
dividend is subject to 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 Saturday, July
15, 2017 to Monday, July 24, 2017 (both days inclusive) for the purpose of payment of
final dividend for the FY 2016-17, if declared at the ensuing AGM.
Dividend Distribution Policy
As per Regulation 43A of the Listing Regulations, top 500 listed companies are required
to formulate a dividend distribution policy. Accordingly, the Company has adopted the
dividend distribution policy which sets out the parameters and circumstances to be
considered by the Board in determining the distribution of dividend to its shareholders
and / or retaining profits earned by the Company. The Policy is enclosed as Annexure J to
the Board's Report and is also available on the Company's website at http://
Transfer of amount to Investor Education and Protection Fund
During the financial year 2016-17, the Company has transferred the unpaid/unclaimed
dividend amounting to ' 6.08 Mn to the Investor Education and Protection Fund
(IEPF) Account established by the Central Government. The Company has also uploaded the
details of unpaid and unclaimed amounts lying with the Company as on August 19, 2016 (date
of last Annual General Meeting) on the Company's website www.airtel.com.
According to the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the shares in respect of which
dividend has not been paid or claimed by the shareholders for seven consecutive years or
more shall also be credited to the demat account created by the IEPF Authority. The
corresponding shares will be transferred as per the requirements of the IEPF Rules,
details of which are provided on the Company's website www.airtel.com.
The Company has not accepted any deposits and, as such, no amount of principal or
interest was outstanding, as on the balance sheet closure date.
Capital Market Ratings
As on March 31, 2017, the Company was rated by two domestic rating agencies, namely
CRISIL and ICRA and three international rating agencies, namely Fitch Ratings, Moody's and
CRISIL and ICRA maintained their long-term ratings of the Company. As on March 31,
2017, they rate the Company at [CRISIL] Aa+/[ICRA] AA+, with a stable outlook. Short-term
ratings were maintained at the highest end of the rating scale at [CRISIL] A1+/[ICRA] A1+.
Fitch, S&P and Moody's also maintained the ratings at BBB-/ Stable, BBB-/Stable and
As on March 31, 2017, 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 Options (ESOP) schemes, namely the
Employee Stock Option Scheme 2001 and the Employee Stock Option Scheme 2005. Besides
attracting talent, the schemes also helped retain talent and experience. The HR and
Nomination Committee administers and monitors the Company's ESOP schemes.
Both the ESOP schemes are currently administered through Bharti Airtel Employees
Welfare Trust (ESOP Trust), whereby shares held by the Trust are transferred to the
employee, upon exercise of stock options as per the terms of the Scheme.
Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014
(FSOP Regulations), a disclosure with respect to ESOP Schemes of the Company as on March
31, 2017, is annexed as Annexure A to this report and has also been uploaded on Company's
website at http://www. airtel.in/wps/wcm/connect/c9e25993-5b80-4ebo-9874- 37614225b876.
During the previous year, there were no material changes in the aforesaid ESOP Schemes
of the Company and the ESOP Schemes are in compliance with ESOP Regulations. A certificate
from S. R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors, with
respect to the implementation of the Company's ESOP schemes, would be placed before the
shareholders at the ensuing AGM. A copy of the same will also be available for inspection
at the Company's registered office.
In terms of the provisions of ESOP Regulations, approval of shareholders is being
sought for modification of the Employee Stock Option Scheme 2005 with the objective to
make the same more beneficial and employee friendly Accordingly, a proposal has been
included in the Notice of 22nd Annual General Meeting accompanying this report.
Material changes and commitments affecting the financial position between the end of
financial year and date of report after the balance sheet date
There were no material changes and commitments affecting the financial position of the
Company between the end of financial year and the date of this report.
Directors and Key Managerial Personnel Inductions, Re-appointments, Retirements &
Pursuant to the provisions of the Companies Act, 2013, Sheikh Faisal Thani Al-Thani,
Director of the Company will retire by rotation at the ensuing AGM and being eligible, has
offered himself for re-appointment. The Board recommends his re-appointment.
Mr. Gopal Vittal, Managing Director & CFO (India & South Asia) will be
completing his present term as Managing Director of the Company on January 31, 2018. On
the recommendation of the HR and Nomination Committee, the Board in its meeting held on
May 09, 2017 subject to the approval of shareholders, has re-appointed Mr Gopal Vittal as
Managing Director & CFO (India & South Asia) of the Company for a further term of
five years w.e.f. February 01, 2018.
Mr. Manish Kejriwal, Independent Director will be completing his present term as an
Independent Director of the Company on September 25, 2017. On the recommendation of the HR
and Nomination Committee, the Board in its meeting held on May 09, 2017 subject to the
approval of shareholders by special resolution, has re-appointed Mr. Manish Kejriwal as an
Independent Director of the Company for a further term of five years w.e.f. September 26,
Brief resume, nature of expertise, details of directorships held in other companies of
the Directors proposed to be reappointed, along with their shareholding in the Company, as
stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is
appended as an annexure to the Notice of the ensuing AGM.
Mr. Rajendra Chopra resigned from the position of Company Secretary w.e.f. January 24,
2017. The Board placed on record its appreciation for the contribution made by him during
his tenure. The Board in its meeting held on January 24, 2017 had appointed Mr. Rohit
Krishan Puri as the Deputy Company Secretary and the Compliance Officer of the Company
w.e.f. January 25, 2017. The Company is in process of identifying and appointing the
Company Secretary of the Company. Since as on the date of approval of the financial
statements of the Company for the financial year ended March 31, 2017, there was no
Company Secretary on the Board, the financial statements appended to this annual report
have been signed by the Chairman, the Managing Director & CEO (India & South Asia)
and the Global Chief Financial Officer of the Company.
Declaration by Independent Directors
The Company has received declarations from all Independent Directors of the Company
confirming that they continue to meet the criteria of independence, as prescribed under
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 the Company's code
Board Diversity and Policy on Director's Appointment and Remuneration
The Company believes that building a diverse and inclusive culture is integral to its
success. A diverse Board will be able to leverage different skills, qualifications,
professional experiences, perspectives and backgrounds, which is necessary for achieving
sustainable and balanced development. The Board has adopted a policy on Nomination,
Remuneration and Board Diversity', which sets out the criteria for determining
qualifications, positive attributes and independence of a Director. The detailed policy is
available on the Company's website at http://www.
9b80657a3688/Policy-on-Remunerat.ion-Nominat.ion-and- Board-Diversitv.pdf?MOD=AJPERES and
is 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 and
training of the Directors, and the Board evaluation process undertaken in compliance with
the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the
Report on Corporate Governance, which forms part of this Report.
The HR and Nomination Committee has put in place a robust framework for evaluation of
the Board, Board-Committees and Individual Directors. Customised questionnaires were
circulated, responses were analyzed and the results of evaluation were subsequently
discussed by the Board. Recommendations arising from the evaluation process will be
considered by the Board to optimise its effectiveness.
Committees of Board, Number of Meetings of the Board and Board Committees
The Board of Directors met eight (8) times during the previous financial year. As on
March 31, 2017, the Board has eight committees, namely, the Audit & Risk Management
Committee, the HR and Nomination Committee, the Corporate Social Responsibility
(CSR') Committee, the Stakeholders' Relationship Committee, the Committee of
Directors, the Airtel Corporate Council, the Special Committee of Directors (for
Monetisation of stake in Bharti Infratel Limited) and the Special Committee of Directors
(for Restructuring of overseas holding structure).
All the recommendations made by committees of the Board including the Audit & Risk
Management Committee were accepted by the Board. A detailed update on the Board, its
composition, detailed charter including terms and reference of various Board Committees,
number of Board and Committee meetings held during FY 2016-17 and attendance of the
Directors at each meeting is provided in the Report on Corporate Governance, which forms
part of this Report.
Subsidiary, Associate and Joint Venture Companies
As on March 31, 2017, your Company has 96 subsidiaries, 5 associates and 3 joint
ventures, as set out in note 32 of the full version Annual Report (for Abridged Annual
Report, please refer note 21).
During FY 2016-17, Robi Axiata Limited, Seynse Technologies Private Limited, Aban Green
Power Private Limited and Greenenergy Wind Corporation Private Limited became Associates
of the Company and Tanzania Telecommunications Limited ceased to be an Associate of the
During FY 2016-17, Airtel Money Tanzania Limited became a subsidiary of the Company.
Augure Wireless Broadband India Private Limited was amalgamated with the Company, Airtel
Bangladesh Limited was amalgamated with Robi Axiata Limited, Bharti Airtel Holdings
(Singapore) Pte. Ltd was amalgamated with Bharti International (Singapore) Pte. Ltd and
Warid Telecom Uganda Limited was amalgamated with Airtel Uganda Limited. Airtel (SL)
Limited, Airtel Burkina Faso S.A., Airtel DTH Services (SL) Limited, Airtel Mobile
Commerce (SL) Limited, Airtel Mobile Commerce Burkina Faso S.A., Bharti Airtel Sierra
Leone Holdings B.V., Airtel Towers (Ghana) Limited, Airtel Towers (S.L.) Company Limited,
Congo Towers S.A. and Tchad Towers S.A. ceased to be subsidiaries of the Company. During
the financial year the Company has transferred its entire shareholding in Bharti Airtel
International (Mauritius) Limited, a subsidiary company to Network i2i Limited, another
subsidiary company and has also transferred its 908,443,918 shares in Bharti Airtel
International (Netherlands) B.V., a subsidiary company to Network i2i Limited, another
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies
(Accounts) Rules, 2014, a statement containing salient features of financial statements of
subsidiary, associate and joint venture companies is annexed to the Abridged and full
version Annual Report. The statement also provides the details of performance and
financial position of each of the subsidiary, associate and joint venture.
The audited financial statements of each of its subsidiary, associate and joint venture
companies are available for inspection at the Company's registered office and also at
registered offices of the respective companies and pursuant to the provisions of Section
136 of the Companies Act, 2013, the financial statements of each of its subsidiary
companies are also available on the Company's website www.airtel.com.
Copies of the annual accounts of the subsidiary, associate and joint venture companies
will also be made available to the investors of Bharti Airtel and those of the respective
companies upon request.
Abridged Annual Report
In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of
Companies (Accounts) Rules, 2014 and Regulation 36 of the Listing Regulations, the Board
of Directors has decided to circulate the Abridged Annual Report containing salient
features of the balance sheet and statement of profit and loss and other documents to the
shareholders for FY 2016-17, who have not registered their e-mail id. The Abridged Annual
Report is being circulated to the members excluding Annexures to the Board's Report viz.
the disclosure on ESOPs', Policy on Nomination, Remuneration and Board
Diversity', Secretarial Audit Report', Annual Report on Corporate Social
Responsibility u/s 135 of the Companies Act, 2013', Dividend Distribution Policy',
Business Responsibility Report', Report on Corporate Governance and Auditors'
Certificate on compliance of conditions of Corporate Governance', Extract of Annual
Return', Note on Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo' and Disclosures relating to remuneration u/s 197(12) read with
Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel), Rules, 2014'.
Members who desire to obtain the full version of the report may write to the Corporate
Secretarial Department 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
Auditors and Auditors' Report Statutory Auditors
Under Section 139 of the Companies Act, 2013, and the rules made thereunder, it is
mandatory to rotate the Statutory Auditors on completion of the maximum term permitted
under the said section. S. R. Batliboi & Associates LLP, Chartered Accountants, shall
be completing their tenure as the Company's Statutory Auditors and shall hold office till
the conclusion of ensuing 22nd AGM.
On the recommendation of the Audit & Risk Management Committee, the Board, in its
meeting held on May 09, 2017, subject to the approval of the shareholders, has recommended
the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (firm
registration number 117366W-W100018) (Deloitte') as the Statutory Auditors of the
Company. Deloitte will hold office for a term of five consecutive years i.e. from the
conclusion of ensuing 22nd AGM till the conclusion of 27th AGM,
subject to ratification by the members at every AGM. Accordingly, the appointment of
Deloitte as the Company's Statutory Auditors, is placed for approval of the members. The
Company has received a certificate from Deloitte to the effect that their appointment, if
made, shall be in accordance with the provisions of Section 141 of the Companies Act,
2013. The first year of audit will be of the financial statements for the year ending
March 31, 2018, which will include the audit of the quarterly financial statements for the
The Board has duly examined the Statutory Auditors' Report to the accounts, which is
self-explanatory. Clarifications, wherever necessary, have been included in the Notes to
Accounts section of the Annual Report.
As regards the comments under para i(a) of the Annexure 1 to the Independent Auditors'
Report regarding updation of quantitative and situation details relating to certain fixed
assets, the Company is in the process of executing a comprehensive project with the
involvement of technical experts, for deploying automated tools and processes which will
enable near real-time tracking of fixed assets and reconciliation thereto. This project is
expected to be completed by next year.
The Board, on the recommendation of the Audit & Risk Management Committee, has
approved the appointment of R.J. Goel & Co., Cost Accountants, as Cost Auditors, for
the financial year ending March 31, 2018. The Cost Auditors will submit their report for
the FY 2016-17 on or before the due date.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost
Auditors is required to be ratified by the shareholders, the Board recommends the same for
approval by shareholders at the ensuing AGM.
The Company had appointed Chandrasekaran Associates, Company Secretaries, to conduct
its Secretarial Audit for the financial year ended March 31, 2017. The Secretarial
Auditors have submitted their report, confirming compliance by the Company of all the
provisions of applicable corporate laws. The Report does not contain any qualification,
reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as
Annexure C to this report.
The Board has re-appointed Chandrasekaran Associates, Company Secretaries, New Delhi,
as Secretarial Auditors of the Company for FY 2017-18.
Over the past few years, sustainability has not only been an integral part but also
invariably complimentary to Airtel's business agenda. Airtel's sustainability journey
endeavours to contribute further to its society and environment. The Company made social
inclusion as a cornerstone of its sustainably of its programme in order to create value
across its entire value chain. To drive this Agenda, Airtel has an undivided focus on
bridging the digital divide and ensuring that millions more are empowered through
sustainable social and economic development. It has been pushing boundaries and changing
the business paradigms across industries by enabling the growth of sectors like finance
and banking, education, health, agriculture, and put in place innovative ways to reduce
the carbon footprint. Airtel has been strengthening its efforts to reiterate its
commitments towards bringing a positive transformation by enabling digital inclusion,
well-being of communities and enriching their lives through its core competencies. It is
passionate to actively support Bharti Foundation and its educational and other
Airtel's sustainability and business responsibility initiatives have been detailed in
its sustainability Reports, which can be downloaded from the Company's website
Corporate Social Responsibility (CSR)
At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than
social outreach programmes. It lies at the heart of the Company's business operations.
Over the years, the Company has aligned its business processes and goals to make a more
deep-rooted impact on the society's sustainable development.
In accordance with the requirements of Section 135 of the Companies Act, 2013, the
Company has constituted a CSR Committee. The composition and terms of reference of the CSR
Committee is provided in the Report on Corporate Governance, which forms part of this
The Company has also formulated a Corporate Social Responsibility Policy, which is
available on the Company's website at
During FY 2016-17, the Company has contributed ' 55.84 Mn under Section 135 of
Companies Act, 2013. Further, the Company has also contributed ' 899.42 Mn to
Bharti Foundation for promotion of education of underprivileged children under Section
35AC of the Income Tax Act, 1961 and has also contributed ' 20.33 Mn to various
other charitable institutions. The consolidated contribution of the Company towards
various CSR activities during the FY 2016-17 was ' 975.59 Mn (i.e. 0.94% of net
profit of last three years). The Company has increased/scaled up its CSR intervention in
the areas prescribed in the Company's CSR policy and there was an increase of approx.
69.67% in the total CSR spend vis-a-vis last year i.e. from ' 575 Mn in FY 2015-16
to ' 975.59 Mn this year.
As a socially responsible Company, your Company is committed to increase its CSR impact
and spend over the coming years, with its aim of playing a larger role in India's
sustainable development by embedding wider economic, social and environmental objectives.
Being the initial years, the Company was in the process of evaluating the focus
areas/locations of intervention for CSR activities to cater to the present needs of the
society and deliver optimal impact.
A detailed update on the CSR initiatives of the Company is provided in the Corporate
Social 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, 2013
is annexed as Annexure D to this Report.
Business Responsibility Report
As stipulated under the Listing Regulations, the Business Responsibility Report,
describing the initiatives taken by the Company from environmental, social and governance
perspective forms a part of the Annual Report.
Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report for the year under review, is presented in a separate section, forming
part of the Annual Report.
A detailed report on Corporate Governance, pursuant to the requirements of Regulation
34 of the Listing Regulations, forms part of the Annual Report.
A certificate from S. R. Batliboi & Associates LLP, Chartered Accountants, the
Statutory Auditors of the Company, confirming compliance of conditions of Corporate
Governance, as stipulated under the Listing Regulations, is annexed as Annexure I to this
Risk management is embedded in Bharti Airtel's operating framework. The Company
believes that risk resilience is key to achieving higher growth. To this effect, there is
a robust process in place to identify key risks across the Group and prioritise relevant
action plans to mitigate these risks. Risk Management framework is reviewed periodically
by the Board and the Audit & Risk Management Committee, which includes discussing the
management submissions on risks, prioritising key risks and approving action plans to
mitigate such risks.
The Company has duly approved a Risk Management Policy. The objective of this Policy is
to have a well-defined approach to risk. The policy lays down broad guidelines for timely
identification, assessment, and prioritisation of risks affecting the Company in the short
and foreseeable future. The Policy suggests framing an appropriate response action for the
key risks identified, so as to make sure that risks are adequately addressed or mitigated.
The Internal Audit function is responsible to assist the Audit & Risk Management
Committee on an independent basis with a complete review of the risk assessments and
associated management action plans.
Operationally, risk is being managed at the top level by Management Boards in India and
South Asia and in Africa (AMB and Africa Exco) and at operating level by Executive
Committees of Circles in India and Operating 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 Annual
Report. At present, in the opinion of the Board of Directors, there are no risks which may
threaten the existence of the Company.
Internal Financial Controls and their adequacy
The Company has established a robust framework for internal financial controls. The
Company has in place adequate controls, procedures and policies, ensuring orderly and
efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable financial
information. During the year, such controls were assessed and no reportable material
weaknesses in the design or operation were observed. Accordingly, the Board is of the
opinion that the Company's internal financial controls were adequate and effective during
Other Statutory Disclosures Vigil Mechanism
The Code of Conduct and vigil mechanism applicable to Directors and Senior Management
of the Company is available on the Company's website at http://www.airtel.in/
A brief note on the highlights of the Whistle Blower Policy and compliance with Code of
Conduct is also provided in the Report on Corporate Governance, which forms part of this
Extract of Annual Return
In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with
Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of Annual
Return 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 or
tribunals 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 10, 22 and 8
respectively to the financial statements provided in the full version of the Annual
Related Party Transactions
A detailed note on the procedure adopted by the Company in dealing with contracts and
arrangements with Related Parties is provided in the Report on Corporate Governance, which
forms part of this Annual Report.
All arrangements / transactions entered into by the Company with its related parties
during the year were in the ordinary course of business and on an arm's length basis.
During the year, the Company has not entered into any arrangement/transaction with related
parties which could be considered material in accordance with the Company's Policy on
Related Party Transactions and accordingly, the disclosure of Related Party Transactions
in Form AOC-2 is not applicable. However, names of Related Parties and details of
transactions with them have been included in note 32 of the financial statements provided
in the full version of the Annual Report and note 21 of the financial statements provided
in abridged version of the Annual Report under Indian Accounting Standard 24.
The Policy on the Related Party Transactions is available on the Company's website at
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The details of energy conservation, technology absorption and foreign exchange earnings
and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule
8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure F to this
Particulars of Employees
Disclosures relating to remuneration of Directors u/s 197(12) read with Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure G to this report.
The information, as required to be provided in terms of Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed as Annexure H to this report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their
knowledge and belief, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed, along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year and
of the profit and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and were operating
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
The Board wishes to place on record their appreciation to the Department of
Telecommunications (DoT), the Central Government, the State Governments in India,
Government of Bangladesh, Government of Sri Lanka and Governments in the 15 countries in
Africa, Company's bankers and business associates, for the assistance, co-operation and
encouragement extended to the Company.
The Directors also extend their appreciation to the employees for their continuing
support and unstinting efforts in ensuring an excellent all-round operational performance.
The Directors would like to thank various partners, viz., Bharti Telecom Limited,
Singapore Telecommunications Ltd. and other shareholders for their support and
contribution. We look forward to their continued support in future.
||For and on behalf of the Board
|Place: New Delhi
||Sunil Bharti Mittal
|Date: May 9, 2017