Bharti Airtel Annual Report 2009-10 Notice is hereby given that the fifteenth annual general meeting of the members of Bharti Airtel Limited, will be held on Wednesday, September 01, 2010 at 03.30 P.M. at Air Force Auditorium, Subroto Park, New Delhi 110 010 to transact the following businesses:- ORDINARY BUSINESS 1. To receive, consider and adopt the audited balance sheet of the Company as at March 31, 2010, the profit & loss account and the cash flow statement for the year ended on that date and the reports of the Board of directors and auditors thereon. 2. To declare dividend on equity shares. 3. To appoint a director in place of Mr. Pulak Chandan Prasad, who retires by rotation and being eligible offers himself for re-appointment. 4. To appoint a director in place of Ms. Chua Sock Koong, who retires by rotation and being eligible offers herself for re-appointment. 5. To appoint a director in place of Mr. Rajan Bharti Mittal, who retires by rotation and being eligible offers himself for re-appointment. 6. To appoint a director in place of Mr. Rakesh Bharti Mittal, who retires by rotation and being eligible offers himself for re-appointment. 7. To appoint M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, as the statutory auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting and to authorise the Board / Audit Committee to fix their remuneration. SPECIAL BUSINESS 8. To consider, and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION: Consent for appointment of Mr. Shravin Mittal as an employee in a subsidiary company Resolved that pursuant to the provisions of section 314 and other applicable provisions, if any, of the Companies Act, 1956 or any other law for the time being in force, the consent of the Company be and is hereby accorded for appointment of Mr. Shravin Mittal, son of Mr. Sunil Bharti Mittal, Chairman and Managing Director of the Company, to hold office as an employee with M/s. Bharti Airtel International (Netherlands) B.V., Netherlands, (a wholly owned subsidiary company of Bharti Airtel Limited, hereinafter referred to as BAIN ) or any of its step down subsidiary company, at any time on or after April 28, 2010, at such remuneration and on such other terms and conditions, as may be decided by the respective employer company, provided however that the aggregate amount of remuneration (inclusive of salary, allowances, perquisites, incentives, bonuses, retirement benefits, facilities, social securities etc.) shall not exceed Euros 250,000 per annum or equivalent amount in any other currency. Resolved further that in addition to the above remuneration, Mr. Shravin Mittal would also be eligible for grant of stock options as per the terms of the respective stock option scheme for the time being in force. Resolved further that the Board of directors of the Company (which expression shall also include a duly constituted committee thereof) be and is hereby authorised to do all such acts, deeds and things as may be required to give effect to the above resolution. 9. To consider, and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION: Payment of commission to non-executive directors of the Company Resolved that pursuant to the provisions of section 198, 309, 310 and other applicable provisions, if any, of the Companies Act, 1956 and any other law for the time being in force, and in accordance with provisions of Articles of Association of the Company, approval of the Company be and is hereby accorded for payment of commission to its non-executive directors not exceeding one per cent (1%) of the net profits of the Company, calculated in accordance with the provisions of section 349 and 350 and other applicable provisions, if any, of the Companies Act 1956 for each financial year, effective from the financial year 2010-11 in such manner as the board of directors in its absolute discretion may decide from time to time. Resolved further that the Board of directors of the Company (which expression shall also include a duly constituted committee thereof) be and is hereby authorised to do all such acts, deeds and things as may be required to give effect to the above resolution. Registered Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110 070, India Date: April 28, 2010 By order of the Board For Bharti Airtel Limited Vijaya Sampath Group General Counsel & Company Secretary 159
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PROXY FORM IS APPENDED WITH THE ADMISSION SLIP. 2. The notice of the annual general meeting will be sent to those members/beneficial owners whose name will appear in the register of members/list of beneficiaries received from the depositories as on Friday, July 23, 2010. 3. Annual Report is also available at the website of the Company at www.airtel.in in the Investor Relations section. 4. The Register of members and Share Transfer books of the Company will remain closed from Saturday, August 21, 2010 to Wednesday, September 1, 2010 (both days inclusive), in terms of the provisions of the Companies Act, 1956 and the listing agreements with the stock exchanges where the shares of the Company are listed, for the purpose of annual general meeting and determining the names of the members eligible for dividend on equity shares, if declared at the meeting. 5. The dividend, if declared at the meeting, will be paid on or before the 30th day from the date of declaration of dividend i.e. September 30, 2010 to: For shares held in physical form - those members whose names will appear in the Register of Members on the close of the day on August 20, 2010; For shares held in dematerialised form - those beneficiaries, whose names are furnished by the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) as beneficial owner on August 20, 2010. 6. Members, who hold shares in the physical form and desirous of availing ECS facility for direct credit of dividend to their bank account, may submit their requisite request in the enclosed form to the Company s Registrars and Share Transfer Agents (RTA), Karvy Computershare Private Limited, at Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Andhra Pradesh. The ECS mandate, in order to be effective, should be submitted to the RTA on or before August 20, 2010. In respect of shareholders holding shares in electronic form, the bank details as furnished by the respective depositories to the Company will be used for the purpose of distribution of dividend through ECS. The Company/the RTA will not act on any direct request from members holding shares in dematerialised form for change/deletion of such bank details. 7. Members who are holding shares in physical form are requested to address all correspondence concerning registration of transfers, transmissions, sub-division, consolidation of shares or any other share related matters and/or change in address, or updation thereof to the Company s RTA. Members, whose shareholdings are in the electronic format are requested to direct change of address notifications and updation of bank account details to their respective depository participants. Any query related to dividend should be directed to the RTA of the Company. 8. Information regarding particulars of the directors to be appointed and the directors seeking re-appointment requiring disclosure in terms of the listing agreement and the explanatory statement with respect to special business pursuant to section 173 of the Companies act, 1956 are annexed hereto. The directorships held by the directors considered for the purpose of disclosure do not include the directorships held in foreign companies, private limited companies and companies under section 25 of the Companies Act, 1956 but include private limited companies which are considered as public limited companies in terms of section 3(1)(iv)(c) of the Companies Act, 1956. The committee chairmanships/ memberships considered for the purposes of disclosure are those prescribed under clause 49(I)(C) of the listing agreement(s) viz. Audit Committee and Shareholders / Investor Grievance Committee of Indian public limited companies. 9. Corporate members are requested to send a duly certified copy of the board of directors resolution/power of attorney authorising their representative to attend and vote at the annual general meeting. 10.Statutory Registers and documents referred to in the accompanying notice and the explanatory statement, including certificate from the Auditors of the Company under clause 14 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are open for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of annual general meeting and will also be available for inspection at the meeting. 11.Members having any questions on accounts are requested to send their queries at least ten days prior to the annual general meeting to the Company at its registered office address to enable the Company to collect the relevant information. 12.Members/proxies are requested to bring duly filled admission / attendance slips sent herewith along with the copies of annual reports at the meeting. 13.For the security and safety of the shareholders, no article / baggage including water bottles and tiffin boxes will be allowed at the venue of the meeting. The members / attendees are strictly requested not to bring any article / baggage etc at the venue of the meeting. MEMBERS MAY PLEASE NOTE THAT NO GIFTS/ GIFT COUPONS SHALL BE DISTRIBUTED AT THE VENUE OF THE MEETING.
Bharti Airtel Annual Report 2009-10 EXPLANATORY STATEMENT (Under section 173(2) of the Companies Act, 1956) Item No. 8 The members are aware that Bharti Airtel Limited ( the Company ) has signed a definitive agreement to acquire Zain Africa B.V. having its telecom operations in 15 countries in African continent through Bharti Airtel International (Netherlands) B.V., Netherlands (a wholly owned subsidiary company of Bharti Airtel Limited, hereinafter referred to as BAIN ). The statutory and administrative formalities regarding the acquisition of Zain are being complied with. While the normal operations will continue to be managed by the management of the respective companies in the respective countries, BAIN will become the holding entity for the African operations. BAIN has proposed to appoint Mr. Shravin Mittal as its employee either in BAIN or any of its subsidiary company as may be considered appropriate from time to time depending upon the business requirement. Since Mr. Shravin Mittal is a relative of Mr. Sunil Bharti Mittal, Chairman and Managing Director of Bharti Airtel Limited, his appointment requires approval of the shareholders by way of special resolution in general meeting pursuant to the provisions of section 314 of the Companies Act 1956. The Board of directors in its meeting held on April 28, 2010, subject to the approval of the shareholders, have unanimously consented to the appointment of Mr. Shravin Mittal as an employee of BAIN or any of its step down subsidiary companies on or after April 28, 2010 at such remuneration and on such other terms and conditions, as may be decided by the respective employer company, provided however that the aggregate amount of remuneration (inclusive of salary, allowances, perquisites, incentives, bonuses, retirement benefits, facilities, social securities etc.) shall not exceed Euros 250,000 per annum or equivalent amount in any other currency. Mr. Shravin Mittal is a graduate from University of Bath in Accounting and Finance and has varied experience of over 3 years in equity research, portfolio management etc. with JP Morgan, E&Y, Merrill Lynch, Deutsche Bank, IMG etc. In his previous assignments he was responsible for financial analysis, research and strategic evaluations for their Investment Banking, Technology, Media and Telecom division, especially for merger and acquisition transactions. He will assist BAIN s management in integration of Zain Africa with the Company and such other assignment as may be assigned by the employer company from time to time. It is clarified that Mr. Shravin Mittal is not presently a director of BAIN, whose Board has approved his appointment but may be elevated to the board or equivalent position, in future either in BAIN or any of the companies in which he is an employee. The Board recommends the resolution as set out in item no. 8 for approval of the shareholders as a special resolution. Except Mr. Sunil Bharti Mittal, none of the other directors of the Company is in any way, concerned or interested in this resolution except as members of the Company. Item No. 9 In terms of section 309 of the Companies Act, 1956, with the approval of the shareholders by way of special resolution, a company may make payments by way of commission to its non-executive directors and such remuneration by way of commission cannot exceed 1% of the net profits of the Company. In August 2009, the shareholders had approved payment of commission to independent non-executive directors within the overall limit of one percent of the net profits of the Company as computed in accordance with the provisions of the Companies Act, 1956. In order to remunerate the directors for their duties on the Board, the Board of directors is of the opinion that in addition to the independent directors, all non-executive directors should also be paid appropriate commission for the counsel and advice provided by the non executive directors whether independent or otherwise. Since the earlier approval of the shareholders was limited to the payment of Commission to the independent directors only, in terms of section 309 of the Companies Act, 1956, approval of shareholders is required for payment of commission to the non executive non-independent directors under section 309. The approval will be valid for a period of five years and can be renewed from time to time, for a further period not exceeding five years. The Board recommends the resolution as set out in item no. 9 for approval of the shareholders as a special resolution. All the directors of the Company except Mr. Manoj Kohli may be deemed to be concerned or interested in the aforesaid resolution. Registered Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110 070, India Date: April 28, 2010 By order of the Board For Bharti Airtel Limited Vijaya Sampath Group General Counsel & Company Secretary 161
Information on directors seeking re-appointment at the forthcoming annual general meeting (pursuant to clause 49 of the Listing Agreement). Mr. Pulak Chandan Prasad Date of birth May 27, 1968 Experience and expertise in specific functional area Directorships held in other Indian public limited companies Membership / Chairmanship of committees B.Tech from Indian Institute of Technology, Delhi MBA from Indian Institute of Management, Ahmedabad Financial Management Bharti Airtel Limited - Audit Committee (Member) Ms. Chua Sock Koong Date of birth September 14, 1957 Experience and expertise in specific functional area Directorships held in other Indian public limited companies Membership / Chairmanship of committees 1st Class Honours Degree in Accountancy from the University of Singapore Certified Public Accountant and Chartered Financial Analyst Management and Finance Bharti Telecom Limited Mr. Rajan Bharti Mittal Date of birth January 05, 1960 Experience and expertise in specific functional area Directorships held in other public limited companies in India Membership / Chairmanship of committees Graduate from Panjab University Alumnus of Harvard Business School Marketing and Management Bharti Realty Holdings Limited Bharti Retail Limited Bharti Telecom Limited Bharti Ventures Limited Bharti Wal-Mart Private Limited* Cedar Support Services Limited T.V. Today Networks Limited *Public limited company in terms of section 3(1)(iv)(c) of the Companies Act, 1956 Bharti Airtel Limited - Investor Grievance Committee (Member) Bharti Retail Limited - Audit Committee (Member) Bharti Telecom Limited - Audit Committee (Chairman) Bharti Telecom Limited - Share Transfer Committee (Chairman) Bharti Ventures Limited - Audit Committee (Member)
Bharti Airtel Annual Report 2009-10 Mr. Rakesh Bharti Mittal Date of birth September 18, 1955 Experience and expertise in specific functional area Directorships held in other public limited companies in India Membership/Chairmanship of committees Engineering from the YMCA Institute of Engineering Management Beetel Teletech Limited Bharti AXA General Insurance Company Limited Bharti AXA Life Insurance Company Limited Bharti Telecom Limited Bharti Ventures Limited Centum Learning Limited Comviva Technologies Limited Bharti Airtel Limited - Audit Committee (Member) Bharti Airtel Limited - Investor Grievance Committee (Member) Beetel Teletech Limited - Audit Committee (Member) Bharti Ventures Limited - Audit Committee (Member) Registered Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110 070, India Date: April 28, 2010 By order of the Board For Bharti Airtel Limited Vijaya Sampath Group General Counsel & Company Secretary 163
BHARTI AIRTEL LIMITED Regd. Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi - 110 070, India Members or their proxies are requested to present this form for admission, duly signed in accordance with their specimen signatures registered with the Company. DP Id Client Id Regd. Folio No.* No. of Shares Name(s) and address of the shareholder in full ADMISSION SLIP I / we hereby record my / our presence at the fifteenth annual general meeting of the Company being held on Wednesday, September 01, 2010 at 3.30 p.m. at Air Force Auditorium, Subroto Park, New Delhi 110 010, India. Please ( ) in the box MEMBER PROXY *Applicable for investor holding shares in physical form. Signature of Member / Proxy BHARTI AIRTEL LIMITED Regd. Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi - 110 070, India PROXY FORM DP Id Client Id Regd. Folio No.* No. of Shares I/We Name(s) and address of the shareholder in full being a member of Bharti Airtel Limited, hereby appoint of in the district of or failing him / her of in the district of as my/our Proxy to attend and vote for me/us on my/our behalf at the fifteenth annual general meeting of the Company scheduled to be held on Wednesday, September 01, 2010 at 03.30 P.M. at Air Force Auditorium, Subroto Park, New Delhi 110 010 or /and at any adjournment thereof. I/We direct my/our Proxy to vote on the resolution(s) in the manner as indicated below: Resolutions For Against Adoption of annual financial statements and reports Declaration of dividend on equity shares Re-appointment of Mr. Pulak Chandan Prasad Re-appointment of Ms. Chua Sock Koong Re-appointment of Mr. Rajan Bharti Mittal Re-appointment of Mr. Rakesh Bharti Mittal Re-appointment of M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, as the statutory auditors Consent for appointment of Mr. Shravin Mittal as an employee in a subsidiary company Payment of commission to non-executive directors of the Company Dated: *Applicable for investor holding shares in physical form. Signature of the Shareholder Affix the revenue stamp of Re 1/- Note : The Proxy form duly completed and signed should be deposited at the Registered Office of the Company situated at Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi-110070 not later than 48 hours before the commencement of the annual general meeting.
ECS MANDATE FORM [APPLICABLE FOR SHARES HELD IN PHYSICAL FORM ONLY] To Karvy Computershare Private Limited Unit: Bharti Airtel Limited Plot No. 17-24, Vittal Rao Nagar Madhapur, Hyderabad Pin: 500 081 Name of the First/ Sole Share holder Folio No. Income Tax Permanent Account Number (PAN) (Please attach a photocopy of PAN Card) Email ID PAN / Email information Bank Name Branch Name and Address ECS Mandate Form (for shares held in Physical mode) Bank Account Type (tick) SB Current Others Bank Account Number 9 Digit Code Number of the Bank and Branch appearing on the MICR Cheque issued by the Bank (Please attach a photo copy of the Cheque) I hereby declare that the particulars given above are correct and complete and also express my concurrence to receive information through email towards dividend paid by the Company under the ECS mode. Signature of the 1st Registered Holder/Sole Holder