notice of 14th agm on august 21,2009 - airtel: 4g exchange submissions/2009-2010... · notice is...

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.”






Companies Act, 1956, Mr. Nikesh Arora be and is

hereby appointed as a director of the Company,

liable to retire by rotation.”






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

3

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


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


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


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


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


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


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


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


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

5

Mr. Quah Kung Yang


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


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


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


Directorships held in other public limited Nilcompanies in India

Membership/Chairmanship of committees in Nilpublic limited companies in India

Mr. Craig Edward Ehrlich


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


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


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


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

7

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

notice of 14th agm on august 21,2009 - airtel: 4g exchange submissions/2009-2010... · notice is...

Documents