1
BHARTI AIRTEL LIMITED
Regd. Office: Aravali Crescent,
1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi - 110 070, India.
NOTICE
Notice is hereby given that the fourteenth annual general
meeting of the members of Bharti Airtel Limited will be
held on Friday, 21st day of August, 2009 at 03.30 P.M.
at Air Force Auditorium, Subroto Park, New Delhi 110010
to transact the following businesses:-
ORDINARY BUSINESS
1. To receive, consider and adopt the audited Balance
Sheet of the Company as at March 31, 2009, 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. Akhil Kumar
Gupta, who retires by rotation and being eligible,
offers himself for re-appointment.
4. To appoint a director in place of Mr. Ajay Lal, who
retires by rotation and being eligible, offers himself
for re-appointment.
5. To appoint a director in place of Mr. Arun Bharat
Ram, who retires by rotation and being eligible offers
himself for re-appointment.
6. To appoint a director in place of Mr. Narayanan
Kumar, 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 authorize
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
an ordinary resolution:
“Resolved that pursuant to the provisions of section
257 and other applicable provisions, if any, of the
Companies Act, 1956, Mr. Quah Kung Yang be and
is hereby appointed as a director of the Company,
liable to retire by rotation.”
9. To consider and, if thought fit, to pass with or
without modification(s), the following resolution as
an ordinary resolution:
“Resolved that pursuant to the provisions of section
257 and other applicable provisions, if any, of the
Companies Act, 1956, Mr. Nikesh Arora be and is
hereby appointed as a director of the Company,
liable to retire by rotation.”
10. To consider and, if thought fit, to pass with or
without modification(s), the following resolution as
an ordinary resolution:
“Resolved that pursuant to the provisions of section
257 and other applicable provisions, if any, of the
Companies Act, 1956, Mr. Craig Edward Ehrlich
be and is hereby appointed as a director of the
Company, liable to retire by rotation.”
By order of the Board
Registered Office: For Bharti Airtel Limited
Aravali Crescent,
1, Nelson Mandela Road, Vijaya Sampath
Vasant Kunj, Phase – II, Group General Counsel &
New Delhi - 110 070, Company Secretary
India.
Date: April 29, 2009
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 whose names appear on
the register of members as on Tuesday, June 30,
2009.
3. Annual Report is 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 Friday,
July 31, 2009, to Friday, August 21, 2009 (both
days inclusive), in terms of the provisions of the
Companies Act, 1956 and the listing agreement
with the stock exchanges where the shares of the
Company are listed for the purpose of annual general
meeting & determining the names of the members
eligible for dividend on equity shares, if declared at
the meeting.
Notice.p65 7/25/2009, 10:44 AM1
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 20, 2009,
to those members, whose names will appear in the
Register of Members on the close of the day on
July 30, 2009; in case, the shares are held in
dematerialized form, to those beneficiaries, whose
names are furnished by the National Securities
Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) as beneficial owner
on that date.
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,
Karvy Computershare Private Limited, at Plot No.
17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500
081, Andhra Pradesh (the Registrar). The ECS
mandate, in order to be effective, should be
submitted to the Registrar on or before July 30,
2009 so as to receive the dividend, if declared
through ECS.
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 Registrars will not
act on any direct request from members holding
shares in dematerialized 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 Company’s Registrars & Share
Transfer Agents, Karvy Computershare Private
Limited, at Plot No. 17-24, Vittal Rao Nagar,
Madhapur, Hyderabad 500 081, Andhra Pradesh.
Members whose shareholding is in the electronic
mode are requested to direct change of address
notifications and updations of bank account details
to their respective depository participants. Any
query related to dividend should be directed to the
Registrars and Share Transfer Agents 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
pursuant to Section 173 of the Companies Act,
1956, are annexed hereto. 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’/Investors Grievance
Committee of Indian public limited companies.
9. Corporate members are requested to send a duly
certified copy of the board 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 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 in
advance 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.
EXPLANATORY STATEMENT
(Pursuant to the provisions of section 173(2) of the
Companies Act, 1956)
ITEM No. 8
Mr. Quah Kung Yang was appointed as an additional
director on the Board of the Company w.e.f. August 01,
2008. Pursuant to the provisions of section 260 of the
Companies Act, 1956 read with Article 123(i) of the
Articles of Association of the Company, Mr. Quah Kung
Yang holds office upto the date of this fourteenth annual
general meeting. The Company has received notice under
section 257 of the Companies Act, 1956 from a member
proposing the candidature of Mr. Quah Kung Yang as
director of the Company, liable to retire by rotation along
with the prescribed deposit of Rs. 500/-.
None of the directors except Mr. Quah Kung Yang is
concerned or interested in the resolution.
The Board recommends appointment of Mr. Quah Kung
Yang as director liable to retire by rotation as set out in
item no. 8.
Notice.p65 7/22/2009, 8:25 PM2
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ITEM No. 9
Mr. Nikesh Arora was appointed as an additional director
on the Board of the Company w.e.f. October 30, 2008.
Pursuant to the provisions of section 260 of the
Companies Act, 1956 read with Article 123(i) of the
Articles of Association of the Company, Mr. Nikesh
Arora holds office upto the date of this fourteenth annual
general meeting. The Company has received notice
under Section 257 of the Companies Act, 1956 from a
member proposing the candidature of Mr. Nikesh Arora
as director of the Company, liable to retire by rotation
along with the prescribed deposit of Rs. 500/-.
None of the directors except Mr. Nikesh Arora is
concerned or interested in the resolution.
The Board recommends appointment of Mr. NIkesh Arora
as director liable to retire by rotation as set out in item
no. 9.
ITEM No. 10
Mr. Craig Edward Ehrlich was appointed as an additional
director on the Board of the Company w.e.f. April 29,
2009. Pursuant to the provisions of section 260 of the
Companies Act, 1956 read with Article 123(i) of the
Articles of Association of the Company, Mr. Craig Ehrlich
holds office upto the date of this fourteenth annual
general meeting. The Company has received notice
under section 257 of the Companies Act, 1956 from a
member proposing the candidature of Mr. Craig Ehrlich
as director of the Company, liable to retire by rotation
along with the prescribed deposit of Rs.500/-.
None of the directors except Mr. Craig Ehrlich is
concerned or interested in the resolution.
The Board recommends appointment of Mr. Craig Ehrlich
as director liable to retire by rotation as set out in item
no. 10.
By order of the Board
Registered Office: For Bharti Airtel Limited
Aravali Crescent,
1, Nelson Mandela Road, Vijaya Sampath
Vasant Kunj, Phase – II, Group General Counsel &
New Delhi - 110 070, Company Secretary
India.
Date: April 29, 2009
Information on directors seeking appointment/re-appointment at the forthcoming Annual General Meeting (pursuant
to clause 49 of the Listing Agreement).
Mr. Akhil Kumar Gupta
Director Identification Number 00028728
Date of birth 22nd December, 1955
Qualifications � Chartered Accountant.
� Advanced Management Program at Harvard Business School, USA
Experience and expertise in Financial Management
specific functional area
Shareholding in Bharti Airtel Limited 1,091,692 shares
Directorships held in other Indian � Bharti AXA General Insurance Company Limited
public limited companies � Bharti AXA Life Insurance Company Limited
� Bharti Infratel Limited
� Bharti Infratel Ventures Limited
� Bharti Retail (Holdings) Private Limited*
� Bharti Telecom Limited
� Bharti Teletech Limited
� Bharti Wal-Mart Private Limited*
� Comviva Technologies Limited
� Indus Towers Limited
� Mehrauli Realty Consultants Limited
Membership/Chairmanship of committees � Bharti Airtel Limited - Investor Grievance Committee (Chairman)
in public limited companies in India � Bharti Infratel Limited - Audit Committee (Member)
� Bharti Telecom Limited - Audit Committee (Member)
� Bharti Telecom Limited - Share Transfer Committee (Member)
� Bharti Teletech Limited - Audit Committee (Chairman)
� Bharti Wal-Mart Private Limited* – Audit Committee (Member)
� Indus Towers Limited – Audit Committee (Chairman)
* Public limited company in terms of section 3(1) (iv)(c) of the Companies Act, 1956
Notice.p65 7/22/2009, 8:25 PM3
Mr. Ajay Lal
Director Identification Number 00030388
Date of birth 8th August, 1961
Qualifications � Engineering from IIT New Delhi� MBA from IIM Kolkata� Advanced Management Program Graduate from Harvard Business
School.
Experience and expertise in specific Management, Private Equity, Project Finance and Corporate Bankingfunctional area
Shareholding in Bharti Airtel Limited 10,000 shares
Directorships held in other public limited The Catholic Syrian Bank Limitedcompanies in India
Membership/Chairmanship of committees � Bharti Airtel Limited - Audit Committee (Member)in public limited companies in India � The Catholic Syrian Bank Limited - Audit Committee (Member)
Mr. Arun Bharat Ram
Director Identification Number 00694766
Date of birth 15th November, 1940
Qualifications Engineering from the YMCA Institute of Engineering
Experience and expertise in specific Managementfunctional area
Shareholding in Bharti Airtel Limited Nil
Directorships held in other public limited � DCM Shriram Consolidated Limitedcompanies in India � JK Paper Ltd
� Moser Baer (India) Limited� Samtel Color Limited� Samtel Glass Limited� SRF Energy Limited� SRF Fluorochemicals Ltd� SRF Infrastructuire Limited� SRF Limited� SRF Polymers Investment Limited
Membership / Chairmanship of committees � Bharti Airtel Limited - Audit Committee (Member)in public limited companies in India � DCM Shriram Consolidated Limited – Audit Committee (Member)
� J K Paper Limited - Shareholders’/Investors Grievance Committee(Member)
� SRF Limited - Shareholders’/Investors Grievance Committee(Member)
Mr. Narayanan Kumar
Director Identification Number 00007848
Date of birth 28th January, 1950
Qualifications Engineering in Electronics and Communications from Anna University,Chennai
Experience and expertise in specific Technology, Management and Financefunctional area
Shareholding in Bharti Airtel Limited Nil
Directorships held in other Indian � Bharti Infratel Limitedpublic limited companies � Cochin Shipyard Limited
� Entertainment Network (India) Limited� MRF Limited� Take Solutions Limited� Times Innovative Media Limited
Membership/Chairmanship of committees � Bharti Airtel Limited – Audit Committee (Chairman)in public limited companies in India � Bharti Infratel Limited – Audit Committee (Chairman)
� Cochin Shipyard Limited – Audit Committee (Chairman)� Entertainment Network (India) Limited - Audit Committee
(Chairman)� Take Solutions Limited – Shareholder/Investor Grievance
Committee (Chairman)� Times Innovative Media Limited - Audit Committee (Member)
Notice.p65 7/22/2009, 8:25 PM4
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Mr. Quah Kung Yang
Director Identification Number 02274965
Date of birth 14th November, 1961
Qualifications � Fellow of the Institute of Chartered Accountants in England andWales
� Member of the Institute of Certified Public Accountants ofSingapore
� Graduate of the University of Kent at Canterbury, England.
Experience and expertise in specific Financial Managementfunctional area
Shareholding in Bharti Airtel Limited Nil
Directorships held in other public limited Bharti Telecom Limitedcompanies in India
Membership/Chairmanship of committees � Bharti Airtel Limited - Audit Committee (Member)in public limited companies in India � Bharti Telecom Limited – Audit Committee (Member)
Mr. Nikesh Arora
Director Identification Number 02433389
Date of birth 9th February, 1968
Qualifications � MS in Finance from Boston College
� MBA from the Northeastern University in the United States.
Experience and expertise in specific Finance and Business Administrationfunctional area
Shareholding in Bharti Airtel Limited Nil
Directorships held in other public limited Nilcompanies in India
Membership/Chairmanship of committees in Nilpublic limited companies in India
Mr. Craig Edward Ehrlich
Director Identification Number 02612082
Date of birth 14th May, 1955
Qualifications � Graduate from University of California Los Angeles� Masters degree from Occidental College� Postgraduate Fellowship from Coro foundation
Experience and expertise in specific Finance and Business Administrationfunctional area
Shareholding in Bharti Airtel Limited Nil
Directorships held in other public limited Nilcompanies in India
Membership/Chairmanship of committees Nilin public limited companies in India
By order of the BoardFor Bharti Airtel Limited
Registered Office:
Aravali Crescent,1, Nelson Mandela Road,Vasant Kunj, Phase – II, Vijaya Sampath
New Delhi - 110 070, India. Group General Counsel &Date: April 29, 2009 Company Secretary
Notice.p65 7/22/2009, 8:25 PM5
BHARTI AIRTE
L ANNUAL
REPORT
2008
-09
7
ADMISSION SLIP
BHARTI AIRTEL LIMITED
Regd. Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110 070
DP Id Client Id
Regd. Folio No.* No. of Shares
Name(s) and address of the shareholder in full ..............................................................................................................................
.................................................................................................................................................................................................................
I/we hereby record my/our presence at the fourteenth annual general meeting of the Company being held on 21st day of August,
2009 at 3.30 p.m. at Air Force Auditorium, Subroto Park, New Delhi – 110 010
Please (�) in the box
MEMBER PROXY __________________________
Signature of Member/Proxy
*Applicable for investors holding shares in physical form.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
PROXY FORM
BHARTI AIRTEL LIMITED
Regd. Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110 070
DP Id Client Id
Regd. Folio No.* No. of Shares
Name(s) and address of the shareholder in full ..............................................................................................................................
.................................................................................................................................................................................................................
I/we being a member of Bharti Airtel Limited, hereby appoint ....................................................... of ..............................................
...... or failing him ................................................. of ...........................in the district of..........................................................as
my/our proxy to attend and vote for me/us on my/our behalf at the fourteenth annual general meeting of the Company scheduled to
be held on 21st of day of August, 2009 at 03.30 P.M. at Air Force Auditorium, Subroto Park, New Delhi – 110010 or/and at any
adjournment thereof.
I/we direct my/our proxy to vote on the resolutions in the manner as indicated below:
Resolutions For Against
Adoption of Annual Financial Statements and Reports
Declaration of Dividend
Re-appointment of Mr. Akhil Kumar Gupta
Re-appointment of Mr. Ajay Lal
Re-appointment of Mr. Arun Bharat Ram
Re-appointment of Mr. Narayanan Kumar
Reappointment of M/s. S. R. Batliboi & Associates, CharteredAccountants, Gurgaon, as the statutory auditors
Appointment of Mr. Quah Kung Yang as a director liable to retire by rotation
Appointment of Mr. Nikesh Arora as a director liable to retire by rotation
Appointment of Mr. Craig Edward Ehrlich as a director liable to retire by rotation
Dated: ______________________
*Applicable for investor holding shares in physical form. Signed by the said
Note : The Proxy form duly completed and signed should be deposited at the Registered Office of the Company situated at
Aravali 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.
Affix theRevenueStamp ofRe. 1/-
� �
Notice.p65 7/21/2009, 9:23 PM7
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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.
PAN / Email information
Income Tax Permanent Account Number (PAN)
(Please attach a photocopy of PAN Card)
Email ID
ECS Mandate Form (for shares held in Physical mode)
Bank Name
Branch Name & Address
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 e-mail towards dividend paid by the Company under the ECS mode.
_______________________________________________
Signature of the 1st Registered Holder/Sole Holder
Notice.p65 7/22/2009, 8:25 PM7