Your Directors have pleasure in presenting the 23rd Board Report on the Companys
business and operations, together with audited financial statements and accounts for the
financial year ended March 31, 2018.
Bharti Airtel is one of the worlds leading providers of telecommunication
services with significant presence in 16 countries, representing India, Sri Lanka and 14
countries in Africa.
The Companys diversified service range includes mobile, voice and data solutions,
using 2G, 3G and 4G technologies. We provide telecom services under wireless and fixed
line technology, national and international long distance connectivity and Digital TV; and
complete integrated telecom solutions to our enterprise customers. All these services are
rendered under a unified brand Airtel either directly or through subsidiary
companies. Airtel Money (known as Airtel Payments Bank in India) extends our
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 14 countries in Africa.
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 2017-18. The standalone
and consolidated financial highlights of the Companys 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 = H 64.44 Exchange Rate for the financial year ended March 31, 2018. (1 USD = H
67.16 Exchange Rate for the financial year ended March 31, 2017).
Consolidated Financial Highlights (Ind AS)
|Cash profit from
|Net Income /
*1 USD = H 64.44 Exchange Rate for the financial year ended March 31, 2018. (1 USD = H
67.16 Exchange Rate for the financial year ended March 31, 2017)
The financial results and the results of operations, including major developments have
been further discussed in detail in the Management Discussion and Analysis section.
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Companies Secretaries of India.
During the year, there was no change in the Companys issued, subscribed and
paid-up equity share capital. On March 31, 2018, it stood at H 19,987 Mn, divided into
3,997,400,102 equity shares of H 5/- each.
During the year, the Company has transferred H 3,510 Mn into General Reserve from the
Share Based Payment Reserve pertaining to gain / loss on exercise / lapse of vested
During the year, the Company has created Debenture Redemption Reserve and transferred H
7,500 Mn out of the General Reserve representing 25% of the value of unsecured redeemable
non-convertible debentures issued by the Company.
Your Directors have recommended a final dividend of H 2.50 per equity share of H 5 each
fully paid-up (50.00 % of face value) for FY 2017-18. The total final dividend payout will
amount to H 9,993.50 Mn, excluding tax on dividend. The payment of final dividend is
subject to the approval of shareholders in the Companys ensuing Annual General
The Register of Members and Share Transfer Books will remain closed from Saturday,
August 04, 2018 to Wednesday, August 08, 2018 (both days inclusive) for the purpose of
payment of final dividend for the FY 2017-18, 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 A to
the Boards Report and is also available on the Companys website at
Transfer of amount to Investor Education and Protection Fund
During FY 2017-18, the Company has transferred the unpaid / unclaimed dividend
amounting to H 7.42 Mn to the Investors 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 July 24, 2017 (date of last Annual
General Meeting) on the Companys website www.airtel.com.
Pursuant to the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven
consecutive years or more shall be transferred to the Investors Education and
Protection Fund (IEPF). Accordingly, during the year Company has transferred 49,273 equity
shares to the IEPF. The details of equity shares transferred are available on the
Companys website www.airtel.com.
The shareholders whose unpaid dividend / shares are transferred to the IEPF can request
the Company / Registrar and Transfer Agent as per the applicable provisions in the
prescribed Form for claiming the unpaid dividend / shares from IEPF. The process for
claiming the unpaid dividend / shares out of the IEPF is also available on the
Companys website at https://www.airtel. in/about-bharti/equity/shares.
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, 2018, the Company was rated by two domestic rating agencies, namely
CRISIL and ICRA and three international rating agencies, namely Fitch Ratings,
Moodys and S&P.
CRISIL and ICRA maintained their long-term ratings of the Company. As on March 31,
2018, 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 Moodys rate the Company at BBB-/ Stable,
BBB-/Stable and Baa3/Negative, respectively.
As on March 31, 2018, the Company was rated Investment Grade by all three
international 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 Companys 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
(the ESOP Regulations), a disclosure with respect to ESOP Schemes of the Company as on
March 31, 2018, is available on Companys website at http://
During the year, to make the aforesaid ESOP Schemes more employee friendly, the
shareholders in its meeting dated July 24, 2017 had approved the reduction in the
period for transfer of vested / unvested options in the name of legal heir / nominees of
deceased employee from 3 months to 1 month. Apart from the aforesaid change, there were no
other changes in the ESOP Schemes of the Company.
Further, ESOP Schemes are in compliance with ESOP Regulations. A certificate from
Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors of the Company
with respect to the implementation of the Companys 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 Companys registered office.
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.
During the financial year, your Company raised H 30,000 Mn through issuance of
unsecured, listed, rated, non-convertible debentures at face value of H 1 Mn each on
private placement basis as per the following details:
> 15,000 Series I debentures at a coupon rate of 8.25% per annum [Tenor: 2 years, 1
month and 7 days];
> 15,000 Series II debentures at a coupon rate of 8.35% per annum. [Tenor: 3 years,
1 month and 7 days].
The aforesaid debentures are listed on National Stock Exchange of India Limited.
Directors and Key Managerial Personnel
Inductions, Re-appointments, Retirements & Resignations
Pursuant to the provisions of the Companies Act, 2013, Mr. Rakesh Bharti Mittal and Ms.
Tan Yong Choo, Directors of the Company will retire by rotation at the ensuing AGM and
being eligible, have offered themselves for re-appointment. The Board recommends their
Sheikh Faisal Thani Al-Thani, Non-Executive Director resigned from the Companys
Board w.e.f. July 25, 2017. Mr. Rashid Fahad O J Al-Noaimi was appointed as a
Non-Executive Director on the Board w.e.f. July 25, 2017 and resigned from the
Companys Board w.e.f. November 22, 2017.
Mr. Craig Ehrlich, Independent Director will be completing his present term as an
independent director of the Company on April 28, 2018. On the recommendation of HR and
Nomination Committee, the Board in its meeting held on April 24, 2018, subject to the
approval of shareholders by special resolution, has re-appointed Mr. Craig as an
Independent Director of the Company for a further term of five years w.e.f. April 29, 2018
to April 28, 2023.
On the recommendation of the HR and Nomination Committee, the Board in its meeting held
on April 24, 2018 subject to the amendment in the Articles of Association, had changed the
nature of directorship of Mr. Gopal Vittal, Managing Director & CEO (India & South
Asia) from director not liable to retire by rotation to a director liable to retire by
Brief resume, nature of expertise, details of directorships held in other companies of
the Directors proposed to be re-appointed, 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.
The Board in its meeting held on July 18, 2017 has appointed Mr. Pankaj Tewari as the
Company Secretary 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 Companys
code of conduct.
Board Diversity and Policy on Directors 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
sustainableandbalanceddevelopment.ThepolicyonNomination, Remuneration and Board
Diversity adopted by the Board sets out the criteria for determining qualifications,
positive attributes and independence while evaluating a person for appointment /
re-appointment as Director or as KMP, with no discrimination on the grounds of gender,
race or ethnicity, nationality or country of origin. The detailed policy is available on
the Companys website at
Board-Diversity.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 were subsequently discussed by the
Board. Recommendations arising from the evaluation process were considered by the Board to
optimize its effectiveness. A detailed update on the Board Evaluation is provided in the
report 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 eight (8) times during the previous financial year. As on
March 31, 2018, the Board has nine committees, namely, the Audit Committee, the 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
Monetization 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 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 2017-18 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, 2018, your Company has 89 subsidiaries, 6 associates and 8 joint
ventures, as set out in note 34 of the Annual Report (for Abridged Annual Report please
refer note 17).
During FY 2017-18, Juggernaut Books Private Limited became associate of the Company.
Bharti Airtel Ghana Holdings B.V., Airtel Ghana Limited, Airtel Mobile Commerce (Ghana)
Milicom Ghana Company Limited, Mobile Financial Services Limited became joint ventures
of the Company.
During FY 2017-18, Bharti Digital Networks Private Limited (formerly known as Tikona
Digital Networks Private Limited), Bharti Airtel International (Mauritius) Investments
Limited, Airtel Mobile Commerce Nigeria Limited and Tigo Rwanda Limited became
subsidiaries of the Company. Bangladesh Infratel Networks Limited, Bharti Infratel Lanka
(Private) Limited, Airtel (Ghana) Limited, Airtel Mobile Commerce Ghana Limited, Bharti
Airtel DTH Holdings B.V., Bharti Airtel Ghana Holdings B.V., Airtel DTH Services Nigeria
Limited, Bharti Airtel Nigeria Holdings B.V., MSI-Celtel Nigeria Limited, Towers Support
Nigeria Limited and Zap Trust Company Nigeria Limited ceased to be subsidiaries of the
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 companies and
their contribution to the overall performance of the Company.
The audited financial statements of each of its subsidiary, associate and joint venture
companies are available for inspection at the Companys 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 Companys 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 2017-18, who have not registered their e-mail id. The Abridged
Annual Report is being circulated to the members excluding Annexures to the Boards
Report viz. Dividend Distribution Policy, Nomination, Remuneration and
Board Diversity Policy, Secretarial Audit Report, Annual Report on
Corporate Social Responsibility u/s 135 of the Companies Act, 2013, Extract of
Annual Return, Particulars of Energy
Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo,
Statement of Disclosure of Remuneration under Section 197(12) of Companies Act, 2013
read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, Auditors Certificate on Corporate Governance.
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
Companys website www.airtel.com.
Auditors and Auditors Report
In terms of the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins
& Sells LLP were appointed as the Companys Statutory Auditors by the
shareholders in the AGM held on July 24, 2017, for a period of five years i.e. till the
conclusion of 27th AGM.
The said appointment is subject to ratification by the members at every AGM.
Accordingly, the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants,
as the Companys Statutory Auditors, is placed for ratification by the members. The
Company has received certificate from the Statutory Auditors to the effect that
ratification of their appointment, if made, shall be in accordance with the provisions of
Section 141 of the Companies Act, 2013. The annual ratification of auditors at the next
AGM (to be held in calendar year 2019) for their remaining term, shall be done, if
required by the statutory provisions.
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.
Internal Auditors and Internal Assurance Partners
The Board had appointed Group Director - Internal Assurance as the Internal Auditor of
the Company and Ernst & Young LLP and ANB & Co., Chartered Accountants, Mumbai as
the Internal Assurance Partners to conduct the internal audit basis a detailed internal
audit plan which is reviewed each year in consultation with the Internal Audit Group and
the Audit Committee.
The Board, on the recommendation of the Audit Committee has re-appointed Ernst &
Young LLP and ANB & Co., Chartered Accountants, Mumbai as the Internal Assurance
Partners for FY 2018-19.
The Board, on the recommendation of the Audit Committee has approved the appointment of
R. J. Goel & Co., Cost Accountants, as Cost Auditors, for FY 2018-19. The Cost
Auditors will submit their report for FY 2017-18 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 Board had appointed Chandrasekaran Associates, Company Secretaries, to conduct its
Secretarial Audit for the financial year ended March 31, 2018. 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
The Board has re-appointed Chandrasekaran Associates, Company Secretaries, New Delhi,
as Secretarial Auditors of the Company for FY 2018-19.
We, at Bharti Airtel, strongly believe that power of communication can bring in
multi-dimensional transformations, ensuring smooth functioning of life and businesses, and
helping society to become sustainable and inclusive. We recognize our role in this
sustainable approach in the way we conduct our business by integrating sustainability in
our strategies and operations.
Our Vision defines what we aim to do, whereas our Core Values - Alive, Inclusive and
Respectful - expound how we aim to embrace the responsible business practices. As the
stakeholders have played a crucial role in Airtels sustained success over the years,
Airtels sustainability approach has been carefully developed through systematic
engagement with its stakeholders worldwide. We continuously strive to provide long-term
sustainable value to all our stakeholders including investors, customers, employees,
business partners and suppliers, government and regulators and communities. This is
performed through systematic stakeholder dialogue to gauge their expectations, share
information and sustainability priorities, practices and performance and explore avenues
of partnerships to achieve the goals. The Company publishes an annual Sustainability
Report in accordance with the Global Reporting Initiative (GRI) framework which can be
downloaded from the Companys website www.airtel.in/sustainability.
Corporate Social Responsibility (CSR)
Building upon and scaling up on various interventions initiated in areas as prescribed
in our CSR policy, the Company has increased its CSR spending during the previous
financial year i.e. from H 55.84 Mn in FY 2016-17 to H 245.37 Mn in FY 2017-18. Additionally,
the Company has also contributed H 32.59 Mn towards various other charitable causes. The
consolidated contribution of the Company towards various CSR activities during the
financial year 2017-18 is H 277.96 Mn (i.e. 0.26% of net profit of last three years).
Company is committed to build its CSR capabilities on a sustainable basis and is also
committed to gradually increase its CSR contribution in the coming years. The CSR spending
is guided by the vision of creating long-term benefit to the society. The Company through
its Board and CSR Committee is determined to beef up its efforts to meet the targeted CSR
expenditure. With the strong foundation which has been established during the year along
with the proposed scaling up of a number of its CSR Projects, the Company believes that it
has made meaningful progress towards reaching the target in the coming financial years.
Further, during the year, Bharti Family has pledged a significant amount towards
philanthropy, which will step-up scope and reach of Bharti Foundations initiatives
to create opportunities for the underprivileged and contribute to nation building. Plan is
to set up a world-class University namely Satya Bharti University, to offer free education
to deserving youth from economically weaker sections of society. During the previous year,
Mr. Sunil Bharti Mittal, Chairman had also contributed H 50 Mn towards CSR in his personal
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.
The Securities and Exchange Board of India (SEBI) vide circular no:
SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 06,
2017 has recommended voluntary adoption of Integrated Reporting (IR) from
2017 - 2018 by the top 500 listed companies in India. In line with its philosophy of being
a highly transparent and responsible company and considering IR as a journey, your Company
adopts its first Integrated Report in accordance with the framework of the
International Integrated Reporting Council (IIRC). The Integrated Report covers capital
approach of IIRC Framework as well as the value that your Company creates for its
stakeholders. The board acknowledges its responsibility for the integrity of report and
information contained therein.
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.
Risk management is embedded in Bharti Airtels operating framework. The Company
believes that risk resilience is key to achieving higher growth. To this effect, there is
a process in place to identify key risks across the Group and prioritize relevant action
plans to mitigate these risks.
To have more robust process, the Company during the year, constituted separate Risk
Management Committee which shall focus on the risk management including determination of
Companys risk appetite, risk tolerance and regular risk assessments (risk
identification, risk quantification and risk evaluation) etc. Risk Management framework is
reviewed periodically by the Board and Audit & Risk Management Committee / Risk
Management Committee, which includes discussing the management submissions on risks,
prioritizing 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 prioritization 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 Committee (erstwhile
Audit & Risk Management Committee)/ 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 Companys 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 Companys internal financial controls were adequate and effective
during FY 2017-18.
Other Statutory Disclosures
The Code of Conduct and vigil mechanism applicable to Directors and Senior Management
of the Company is available on the Companys website at
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 extracts of Annual
Return of the Company in form MGT-9 is annexed herewith as Annexure E to this
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 Companys operations in future.
Particulars of loans, guarantees and investments
Particulars of loans, guarantees and investments form part of note 10, 23 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 arms 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 Companys
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 34 of the financial
statements provided in the full version of the Annual Report and note 17 of the financial
statements provided in abridged version of the Annual Report under Indian Accounting
The Policy on the Related Party Transactions is available on the Companys website
at http://www.airtel.in/wps/ wcm/connect/36a5305d-f0ba-490c-9eff-152ef6811917/
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.
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 Deloitte Haskins & Sells 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
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 Sri Lanka and Governments in the 14 countries in Africa, Companys
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: April 24, 2018