Description
Bharti Tele-Ventures Limited firmly believes in the principles of Corporate Governance and is committed to conduct its business in a manner, which will ensure sustainable, capital-efficient and long-term growth thereby maximising value for its shareholders, customers, employees and society at large. Company's policies are in line with Corporate Governance guidelines prescribed under Listing Agreement/s with Stock Exchanges and the Company ensures that various disclosures requirements are complied in 'letter and spirit' for effective Corporate Governance.
40
Report on Corporate Governance
41
Report on Corporate Governance
Bharti Tele-Ventures Limited firmly believes in the principles of Corporate Governance and is committed to conduct its business in a
manner, which will ensure sustainable, capital-efficient and long-term growth thereby maximising value for its shareholders, customers,
employees and society at large. Company’s policies are in line with Corporate Governance guidelines prescribed under Listing Agreement/s
with Stock Exchanges and the Company ensures that various disclosures requirements are complied in ‘letter and spirit’ for effective
Corporate Governance.
During the financial year 2003-04, your Company has been assigned highest Governance and Value Creation (GVC) rating viz. ‘Level 1’
rating by CRISIL, which indicates that the Company’s capability with respect to creating wealth for all its stakeholders is the highest,
while adopting sound Corporate Governance practices.
BOARD OF DIRECTORS
The Board of Directors of the Company has an optimum mix of Executive and Non-Executive Directors, which consists of three Executive
and twelve Non-Executive Directors.
The Chairman and Managing Director, Mr. Sunil Bharti Mittal, is an Executive Director and the number of Independent Directors on the
Board is more than 50% of the total Board strength. The independence of a Director is determined on the basis that such director does not
have any material pecuniary relationship with the Company, its promoters or its management, which may affect the independence of the
judgment of a Director.
The Board members possess requisite skills, experience and expertise required to take decisions, which are in the best interest of the
Company.
Composition of the Board
The details of the Directors on the Board of the Company for the financial year 2003-2004 is as under:
Name of the Director Category Number of Other Committee
other Membership
1
Directorships
held
2
Member Chairman
Mr. Sunil Bharti Mittal
(Chairman and Managing Director) Executive 6 1 —
Mr. Akhil Gupta Executive 7 3 1
Mr. Bashir Currimjee Independent Non-Executive — — —
Ms. Chua Sock Koong Non-Executive 1 1 —
Mr. Dalip Pathak Independent Non-Executive 1 — —
Mr. Donald Cameron Independent Non-Executive — — —
Mr. Kurt Hellstrom
3
Independent Non-Executive — — —
Mr. Lim Toon Non-Executive 1 — —
Mr. Lung Chien Ping Independent Non-Executive — — —
Mr. N. Kumar Independent Non-Executive 10 2 2
Mr. Paul O’ Sullivan Non-Executive — — —
Mr. Pulak Prasad Independent Non-Executive 2 2 1
Mr. Rajan Bharti Mittal Executive 6 — 3
Mr. Rakesh Bharti Mittal Non-Executive 4 — 1
Mr. V. S. Raju
3
Independent Non-Executive 1 — —
Notes:
1 The committees considered for the purpose are those prescribed under clause 49(IV)(B) of the Listing Agreement(s).
2 The Directorships held by the Directors, as mentioned above, do not include the Directorships held in foreign companies and private
limited companies.
3 Mr. V. S. Raju and Mr. Kurt Hellstrom joined the Board with effect from November 13, 2003 and February 27, 2004 respectively.
42
INFORMATION AVAILABLE TO THE BOARD
The requisite information as prescribed under clause 49 of the Listing Agreement is placed before the Board from time to time. These
specifically include:
• Annual operating plans, budgets and any updates therein
• Quarterly results for the Company and its operating divisions or business segments
• Capital budgets and any updates therein
• Minutes of meetings of audit committee and other committees of the board
• The information on recruitment/remuneration of senior officers just below the board level
• Material show cause, demand, prosecution notices and penalty notices, if any
• Any material default in financial obligations to and by the Company or substantial non payment for services sold by the Company
• Details of any joint venture or collaboration agreement
• Transactions involving substantial payment towards goodwill, brand equity or intellectual property
• Significant developments in Human Resources
• Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business
• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service
Aforesaid information is generally provided as part of the Agenda papers of the Board Meeting and/or is placed at the table during the course
of the meeting. The Presidents of the two main business groups viz. Mobility and Infotel and other senior management personnel are also
invited to the Board Meetings to present reports on the Company’s operations and internal control systems.
Attendance at the Board meetings
During the financial year 2003-04, the Board met six times, on April 23, 2003, July 23, 2003, August 27, 2003, October 22-23, 2003,
January 19-20, 2004 and March 25, 2004.
The attendance of the Directors at the Board meetings as well as at the last Annual General Meeting (AGM) of the Company is as under:
Name of the Director Number of Board Meetings attended Attended last AGM
(Total meetings held : 6) October 21, 2003
Mr. Sunil Bharti Mittal
(Chairman and Managing Director) 5 Yes
Mr. Akhil Gupta 6 Yes
Mr. Bashir Currimjee 3 No
Ms. Chua Sock Koong
1
5 No
Mr. Dalip Pathak
1
5 No
Mr. Donald Cameron 4 Yes
Mr. Kurt Hellstrom – N.A.
Mr. Lim Toon
2
3 No
Mr. Lung Chien Ping 3 No
Mr. N. Kumar 5 Yes
Mr. Paul O’ Sullivan 3 No
Mr. Pulak Prasad
2
4 No
Mr. Rajan Bharti Mittal 6 No
Mr. Rakesh Bharti Mittal 6 Yes
Mr. V. S. Raju 2 N.A.
1. Three (3) meetings attended through Alternate Director
2. One (1) meeting attended through Alternate Director
3. Mr. V. S. Raju and Mr. Kurt Hellstrom joined the Board with effect from November 13, 2003 and February 27, 2004 respectively.
43
AUDIT COMMITTEE
The Audit Committee of the Board deals with all matters relating to financial reporting, internal controls, risk management, related party
transactions etc. and reports back to the Board on the matters, which among others, include:
• Reviewing the Company’s financial reporting processes and systems
• Recommending the appointment and removal of statutory auditors, fixation of audit fee and related expenses
• Reviewing the Company’s financial and risk management policies
• Reviewing with management the half-yearly and annual financial statements, before submission to the Board, focusing primarily on:
? changes in accounting policies and practices;
? major accounting entries, qualifications and accounting issues based on the managements discretion and judgement;
? compliance with the accounting standards;
? compliance with the stock exchange and legal requirements, concerning financial statements;
? any related party transactions; and
? adequacy and effectiveness of internal audit processes and systems.
The un-audited/audited quarterly financial results of the Company are also specifically reviewed by the Audit Committee before these are
submitted to the Board for approval. Minutes of each Audit Committee meeting are placed before the Board for information.
Composition and Attendance
The Audit Committee has a majority of Independent Non-Executive Directors and all members of the committee have adequate financial
and accounting knowledge.
Mr. N. Kumar, Chairman of the committee is also an Independent Non-Executive Director and Mr. Narender Gupta, Company Secretary,
acts as the Secretary of the committee.
During the financial year 2003-04, the committee met five times, on April 22, 2003, July 22, 2003, August 27, 2003, October 22, 2003 and
January 19, 2004. The composition and Directors’ attendance at the committee meetings is presented below:
Member Director Category No. of Meetings Attended
(Total Meetings held : 5)
Mr. N. Kumar
1
(Chairman) Independent Non-Executive 5
Mr. Bashir Currimjee Independent Non-Executive 3
Mr. Akhil Gupta Executive 5
Ms. Chua Sock Koong
2
Non-Executive 5
Mr. Pulak Prasad
1
Independent Non-Executive 4
1 One (1) meeting attended through Alternate Director
2 Three (3) meetings attended through Alternate Director
HUMAN RESOURCE (HR)/REMUNERATION COMMITTEE
The Human Resource Committee (HR Committee) of the Board, which also discharges the functions of the remuneration committee,
specifically looks into :
• Framing policies and compensation including salaries and salary adjustments, incentives, bonuses, promotion, benefits, stock options
and performance targets of top executives.
• Remuneration of Directors.
• Strategies for attracting and retaining employees, employee development programmes.
• Key issues referred by the Board.
44
Composition and Attendance
The committee has six members, consisting of three Independent Non-Executive Directors, two Non-Executive Directors and one
Executive Director. The Chairman of the committee, Mr. Rakesh Bharti Mittal, is a Non-Executive Director and Mr. Narender Gupta,
Company Secretary, acts as Secretary of the committee.
During the financial year 2003-04, the committee met three times, on April 22, 2003, July 22, 2003 and October 22, 2003. The
composition and Directors’ attendance at the committee meetings is presented below:
Member Director Category No. of Meetings Attended
(Total Meetings held : 3)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 3
Mr. Bashir Currimjee Independent Non-Executive 2
Mr. Donald Cameron Independent Non-Executive 3
Mr. Paul O’ Sullivan Non-Executive –
Mr. Pulak Prasad Independent Non-Executive 1
Mr. Rajan Bharti Mittal Executive 2
ESOP COMPENSATION COMMITTEE
The Compensation Committee of the Board has been constituted in accordance with SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 for administration and superintendence of Employee Stock Option Plan (ESOP) of
the Company.
Scope of the Compensation Committee
The Compensation Committee has the following key deliverables:
• Formulating policies and procedures to ensure that there is no violation of SEBI (Insider Trading Regulations) and (Prohibition of
Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations by any employee.
• Deciding matters relating to options e.g. quantum of options, conditions for lapse of options, exercise of options and frames policies
to monitor the same.
Composition and Attendance
The committee has six members comprising of three Independent Non-Executive Directors, two Non-Executive Directors and one
Executive Director. The Chairman of the committee, Mr. Rakesh Bharti Mittal, is a Non-Executive Director. Mr. Narender Gupta,
Company Secretary, acts as the Secretary of the committee.
During the financial year, 2003-04 the committee met three times, on April 22, 2003, July 22, 2003 and October 22, 2003. The composition
and Directors’ attendance at the committee meetings is presented below:
Member Director Category No. of Meetings Attended
(Total Meetings held : 3)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 3
Mr. Bashir Currimjee Independent Non-Executive 2
Mr. Donald Cameron Independent Non-Executive 3
Mr. Paul O’ Sullivan Non-Executive –
Mr. Pulak Prasad Independent Non-Executive 1
Mr. Rajan Bharti Mittal Executive 2
REMUNERATION OF DIRECTORS
The remuneration paid to the Executive Directors viz. Mr. Sunil Bharti Mittal - Chairman & Managing Director and Mr. Rajan Bharti
Mittal & Mr. Akhil Gupta – Joint Managing Directors is reviewed by the HR committee and approved by the Board of Directors and the
shareholders of the Company.
45
The details of the remuneration paid to the Executive Directors during last financial year ended March 31, 2004, by the Company and its
subsidiary Companies in their capacity as Directors/Advisors is as under:
Executive Directors
I. Sunil Bharti Mittal – Chairman & Managing Director In Rs.
Salary & Allowances Salary & Allowances Performance Linked Total
Incentive
BTVL BCL BCL
3,048,000* 29,877,948* 23,750,004 56,675,952
II. Rajan Bharti Mittal – Joint Managing Director In Rs.
Salary & Allowances Salary & Allowances Advisory Fees Performance Linked Total
Incentive
BTVL BIL BIL BIL
3,048,000* 3,237,688* 2,925,000 7,053,750 16,264,438
III. Akhil Gupta – Joint Managing Director In Rs.
Salary & Allowances Salary & Allowances Advisory Fees Total
BTVL BIL BIL
1,300,000* 7,197,043*# 3,791,665 12,288,708
BTVL – Bharti Tele-Ventures Limited BIL – Bharti Infotel Limited
BCL – Bharti Cellular Limited
Note: * The above amount excludes Company’s contribution/provision for gratuity cost for the year, which is determined annually on
actuarial basis.
# Excludes expenditure for the year on ESOP granted to the Director aggregating to Rs. 4,286,304 for which the options have
not been exercised by the Director.
Non-Executive Directors
Details of remuneration paid to Non-Executive Directors of the Company is as under :
(a) Sitting fees for attending each Board and Committee meeting. The sitting fees was Rs. 5,000 per day, which was raised to Rs. 20,000
per meeting with effect from January 19, 2004.
(b) GBP 50,000 paid to Mr. Donald Cameron for rendering certain services in advisory capacity to Bharti Cellular Limited, its subsidiary
Company.
EQUITY STOCK OPTION TO DIRECTORS
Mr. Akhil Gupta, Joint Managing Director, was granted 1,399,822 options under the Equity Stock Option Plans of the Company as per
the following details:
Scheme No. of options Issue terms
ESOP Scheme I 519,822 – Issued at 50% discount to IPO price of INR 45 i.e. INR 22.50
– To be accrued over a period of 42 months from the date of grant. Last vesting being in
October 2004
– Can be exercised within a period of 7 years from the date of grant
– Not yet exercised
ESOP Scheme II 880,000 – 880,000 shares (including 800,000 Bonus Shares) exercisable at an aggregate consideration
of INR 800,000
– Vesting over a period of 24 months (in September 2003) from the grant date
– Exercisable within a period of 30 days from the date of vesting
– Exercised in the financial year 2003-04
No fresh stock options have been granted to any Director of the Company during the financial year 2003-2004.
46
INVESTORS GRIEVANCE COMMITTEE
The Investors Grievance Committee of the Board looks after redressal of shareholders/investors complaints like transfer of shares, non-
receipt of annual report and others.
The meeting of the committee are held at regular interval, generally every month, to review and ensure that all investor grievances are
redressed within a period of 7-10 days from the date of receipt of complaint. These however do not include complaints/requests, which are
constrained by legal impediments/ procedural issues.
Composition and Attendance
Mr. Rakesh Bharti Mittal, Chairman of the committee, is a Non-Executive Director and Mr. Narender Gupta, Company Secretary, acts as
the Compliance Officer of the Company.
The committee comprises of three members and Directors’ attendance at the meetings of Investors Grievance committee held during
financial year 2003-04, is as under:
Member Director Category No. of Meetings Attended
(Total Meetings held : 12)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 12
Mr. Rajan Bharti Mittal Executive 12
Mr. Akhil Gupta Executive 12
NATURE OF COMPLAINTS AND REDRESSAL STATUS
During the last financial year ended March 31, 2004, the complaints received by the Company were general in nature which include issues
relating to the change in bank mandate, change of address and non-receipt of shares, refund orders etc. The numbers of complaints during
the year were moderate, details of which are as under:
Type of Complaint No. of Complaints Redressed Pending
Any communication towards non-receipt of any shares allotted/refund NIL NIL NIL
Reported loss of Refund Order and request for fresh issue/duplicate refund order 09 09 NIL
Correction/Change of Bank Mandate of Refund Orders 10 10 NIL
Non-receipt of Refund Pay orders 15 15 NIL
Non-receipt of securities 18 18 NIL
Miscellaneous 210 210 NIL
TOTAL 262 262 NIL
The above table does not include the responses furnished by the Company on clarifications sought by Stock Exchanges from time to time
on various market related information.
All requests for share transfers have been processed and effected except those, which are disputed, and sub-judice.
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as under:
Financial Year Location Date Time
Air Force Auditorium
2002-2003 Subroto Park October 21, 2003 03.30 p.m.
New Delhi – 110 020
Air Force Auditorium
2001-2002 Subroto Park September 20, 2002 03:30 p.m.
New Delhi – 110 020
H- 5/12, Mehrauli Road
2000-2001 Qutab Ambience September 25, 2001 11:00 a.m.
New Delhi – 110 030
(Registered Office)
47
At the last Annual General Meeting held on October 21, 2003 the shareholders had passed a special resolution to delist the shares of the
Company from The Delhi Stock Exchange Association Limited (DSE) apart from the special resolutions passed by means of Postal Ballot
separately mentioned in “POSTAL BALLOT” section. Based on this resolution the Company has applied to DSE for delisting of shares.
POSTAL BALLOT
During financial year 2003-04, in line with Section 192A of the Companies Act, 1956, the shareholders of the Company had approved
with overwhelming majority (99% of the total votes casted) following matters by way of passing special resolutions by means of Postal Ballot:
• Authorisation to make loans to or furnish guarantees or provide securities on behalf of its subsidiary Company viz. Bharti Cellular
Limited upto an aggregate amount of Rs. 6,700 crores.
• Authorisation to make loans to or furnish guarantees or provide securities on behalf of its subsidiary Company viz. Bharti Infotel
Limited upto an aggregate amount of Rs. 4,000 crores.
The Postal Ballot exercise was conducted by Mr. S. K. Jain, a Chartered Accountants, who was appointed scrutinizer to ensure that postal
ballot process is conducted in a fair and transparent manner.
In the forthcoming Annual General Meeting, no resolution is proposed to be passed by means of Postal Ballot.
DISCLOSURES
i. Disclosure on materially significant related party transactions
There were no transactions of material nature of the Company with the Promoters, Directors, Management, their relatives, or
subsidiaries of the Company etc., that had potential conflict with the interest of the Company at large in the financial year ended
March 31, 2004.
The related party transactions with the subsidiary/group companies have been disclosed in the Annual Accounts.
ii. Details of non-compliance with regard to Capital Market
There have been no instances of non-compliances by the Company and no penalties and/or strictures have been imposed on the
Company by Stock Exchanges or SEBI or any statutory authority on any matter related to the capital markets in the financial year
ended March 31, 2004.
MEANS OF COMMUNICATION TO SHAREHOLDERS
• The Quarterly and Half-yearly financials of the Company are not sent to the individual shareholders of the Company.
• Quarterly audited/un-audited results are published in prominent daily newspapers, viz. Business Standard and Jansatta (vernacular
newspaper) and are also posted on the Company’s website. At the end of each quarter the Company does an earnings call with
analysts and investors, which is also broadcast live on Company’s website, and the transcript is posted on the website soon after.
• The domain name of Company’s website is www.bhartiteleventures.com and up-to-date financial results, official news releases,
financial analysis reports and other general information about the Company is available on this website.
• The Management Discussion and Analysis report forms part of the Annual Report.
GENERAL SHAREHOLDERS’ INFORMATION
(i) The next Annual General Meeting would be held on Friday, the 20th day of August, 2004 at 3.30 p.m. at Airforce Auditorium,
Subroto Park, New Delhi - 110 010.
(ii) Financial Calendar for the year 2004-2005
Tentative Schedule:
Accounting year April 1, 2004 to March 31, 2005
First Quarter Results July 2004
Second Quarter and Half -yearly Results October 2004
Third Quarter Results January 2005
Fourth Quarter Results April 2005
Annual Results (Audited) Within 6 months of the close of the financial year
Annual General Meeting In accordance with Section 166 of the Companies Act, 1956
48
3000
3500
4000
4500
5000
5500
6000
6500
12 11 10 9 8 7 6 5 4 3 2 1
BHARTI Share Price vs BSE Sensex
Month
S
e
n
s
e
x
30
55
80
105
130
155
180
B
h
a
r
t
i
Sensex Bharti
(iii) Book Closure Date: August 9, 2004 to August 20, 2004 (both days inclusive).
(iv) The Board of Directors have not recommended any dividend for the financial year 2003-04.
(v) Listing on Stock Exchanges and Stock Code
The Company’s equity shares are listed on:
• The National Stock Exchange of India Limited, Symbol -‘BHARTI’
• The Stock Exchange, Mumbai, Scrip code - 532454
• The Delhi Stock Exchange Association Limited (Regional), Scrip code - 102250
Listing Fees for the year 2004-2005 has been paid to the Mumbai Stock Exchange and the National Stock Exchange.
The Company has already applied to Delhi Stock Exchange Association Limited (Regional) for delisting of shares clearly specifying
that it would not be paying any listing fees for the financial year 2004-05. However the listing fees for the financial year 2004-05 is
available with DSE for which the Company intends to claim refund.
(vi) Stock Market Data for the period April 1, 2003 to March 31, 2004
Share price performance in comparison on BSE
High Low Volume BSE Sensex
Month (Rs.) (Rs.) Traded
(Nos.) High Low
April 36.25 28.05 4,590,293 3,221.90 2,904.44
May 40.15 32.00 10,983,488 3,200.48 2,934.78
June 44.00 36.50 3,620,947 3,632.84 3,170.38
July 52.50 36.20 15,926,502 3,835.75 3,534.06
August 69.95 48.75 22,581,074 4,277.64 3,722.08
September 81.75 60.00 14,676,901 4,473.57 4,097.55
October 93.15 70.00 32,283,830 4,951.11 4,432.93
November 91.25 77.15 27,049,895 5,135.00 4,736.70
December 112.40 80.50 38,891,914 5,920.76 5,082.82
January 152.00 105.75 45,27,029 6,082.80 5,550.17
March 167.00 128.10 32,879,688 5,951.03 5,324.78
49
950
1150
1350
1550
1750
1950
12 11 10 9 8 7 6 5 4 3 2 1
Share Price vs S&P CNX Nifty
Month
N
i
f
t
y
30
55
80
105
130
155
180
B
h
a
r
t
i
Nifty Bharti
Share price performance in comparison with NSE Nifty
High Low Volume S&P CNX Nifty Index
Month (Rs.) (Rs.) Traded
(Nos.) High Low
April 36.40 28.00 9,124,792 1,033.45 920.00
May 40.30 30.15 8,701,443 1,013.85 930.80
June 45.00 36.00 7,571,672 1,141.30 1,004.70
July 52.70 36.00 39,281,053 1,198.50 1,089.30
August 70.00 49.00 32,978,425 1,365.80 1,164.75
September 81.90 58.15 27,352,290 1,430.70 1,285.25
October 93.30 70.00 57,493,745 1,574.10 1,407.95
November 100.00 78.00 29,823,739 1,630.25 1,509.15
December 112.00 80.55 68,108,714 1,914.40 1,615.70
January 151.30 105.30 8,856,275 2,014.65 1,756.25
February 160.40 126.65 69,942,341 1,935.80 1,755.65
March 167.70 128.35 84,081,800 1,898.70 1,669.70
(vii) Registrar and Transfer Agent
The share transfer work of the Company is handled by its Registrar and Share Transfer Agent (RTA) viz. M/s. Karvy Computershare
Private Limited (previously Karvy Consultants Limited). Their complete address is as under:
Karvy Computershare Private Limited
‘Karvy House’, 46 Avenue 4,
Street No. 1, Banjara Hills
Hyderabad – 500 034
Tel : (91-40) 23312454/23326591/23320751-52
Fax : (91-40) 23311968/23323049
Email : [email protected]
50
(viii) Share Transfer System
The shares of the Company are traded on the stock exchanges through the Depository system. The Demat ISIN in National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is: INE 397D01016.
All requests received by the Company/ RTA for Dematerialisation/ Re-materialisation/ transfer are disposed off expeditiously. Share
Certificates duly endorsed are issued/ transferred to all those shareholders, who opt for shares in the physical form.
(ix) Distribution of shareholding by number of shares held as on March 31, 2004
Sl. No. No. of equity No. of % Number of % to total
shares held Shareholders equity shares of Rs. 10/- equity
1. 445 1.10 1,838,888,765 99.22
Total 40,315 100.00 1,853,366,767 100.00
(x) Categories of shareholding as on March 31, 2004
Sl. No. Category No. of Shares Held % of Shareholding
A PROMOTERS HOLDING
Promoters*
– Indian Promoters 859,986,028 46.40%
– Foreign Promoters 0 0.00%
Persons acting in Concert # 3,736,200 0.20%
SUB-TOTAL – A 863,722,228 46.60%
B NON- PROMOTER HOLDINGS
Institutional Investors
Mutual Funds and UTI 43,731,197 2.36%
Banks, Financial Institution, Insurance Companies (Central/State
Government Institutions/Non-Government Institutions 6,035,186 0.33%
FIIs 171,253,426 9.24%
SUB-TOTAL – B 221,019,809 11.93%
C Others
Private Corporate Bodies 21,192,191 1.14%
Indian Public 19,165,785 1.03%
NRIs / OCBs 20,595,601 1.11%
Foreign Companies 692,213,935 37.35%
Any other :
(i) Trusts 10,912,131 0.59%
(ii) HUF 288,141 0.02%
(iii) Clearing Members (NSDL & CDSL) 4,256,946 0.23%
SUB-TOTAL – C 768,624,730 41.47%
GRAND TOTAL 1,853,366,767 100.00%
51
(xi) Investors’ correspondence may be addressed to:
Narender Gupta
Compliance Officer and Company Secretary
Bharti Tele-Ventures Limited
‘Qutab Ambience,’ H-5/12, Mehrauli Road
New Delhi – 110 030
Tel .: 91-11-51666000-07 Fax :91-11-51666011-12
[email protected] website : www.bhartiteleventures.com
52
Auditors’ Certificate
ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING
AGREEMENT(S)
To the Members of
Bharti Tele-Ventures Limited,
1. We have reviewed the implementation of Corporate Governance procedures by Bharti Tele-Ventures Limited (the Company) during
the year ended March 31, 2004, with the relevant records and documents maintained by the Company, furnished to us for our review
and the report on Corporate Governance as approved by the Board of Directors.
2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
3. On the basis of our review and according to the information and explanations given to us, the conditions of Corporate Governance
as stipulated in Clause 49 of the listing agreement with the Stock Exchange(s) have been complied with in all material respects by
the Company.
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
Place : New Delhi U. RAJEEV
Date : April 23, 2004 Partner
doc_982683143.pdf
Bharti Tele-Ventures Limited firmly believes in the principles of Corporate Governance and is committed to conduct its business in a manner, which will ensure sustainable, capital-efficient and long-term growth thereby maximising value for its shareholders, customers, employees and society at large. Company's policies are in line with Corporate Governance guidelines prescribed under Listing Agreement/s with Stock Exchanges and the Company ensures that various disclosures requirements are complied in 'letter and spirit' for effective Corporate Governance.
40
Report on Corporate Governance
41
Report on Corporate Governance
Bharti Tele-Ventures Limited firmly believes in the principles of Corporate Governance and is committed to conduct its business in a
manner, which will ensure sustainable, capital-efficient and long-term growth thereby maximising value for its shareholders, customers,
employees and society at large. Company’s policies are in line with Corporate Governance guidelines prescribed under Listing Agreement/s
with Stock Exchanges and the Company ensures that various disclosures requirements are complied in ‘letter and spirit’ for effective
Corporate Governance.
During the financial year 2003-04, your Company has been assigned highest Governance and Value Creation (GVC) rating viz. ‘Level 1’
rating by CRISIL, which indicates that the Company’s capability with respect to creating wealth for all its stakeholders is the highest,
while adopting sound Corporate Governance practices.
BOARD OF DIRECTORS
The Board of Directors of the Company has an optimum mix of Executive and Non-Executive Directors, which consists of three Executive
and twelve Non-Executive Directors.
The Chairman and Managing Director, Mr. Sunil Bharti Mittal, is an Executive Director and the number of Independent Directors on the
Board is more than 50% of the total Board strength. The independence of a Director is determined on the basis that such director does not
have any material pecuniary relationship with the Company, its promoters or its management, which may affect the independence of the
judgment of a Director.
The Board members possess requisite skills, experience and expertise required to take decisions, which are in the best interest of the
Company.
Composition of the Board
The details of the Directors on the Board of the Company for the financial year 2003-2004 is as under:
Name of the Director Category Number of Other Committee
other Membership
1
Directorships
held
2
Member Chairman
Mr. Sunil Bharti Mittal
(Chairman and Managing Director) Executive 6 1 —
Mr. Akhil Gupta Executive 7 3 1
Mr. Bashir Currimjee Independent Non-Executive — — —
Ms. Chua Sock Koong Non-Executive 1 1 —
Mr. Dalip Pathak Independent Non-Executive 1 — —
Mr. Donald Cameron Independent Non-Executive — — —
Mr. Kurt Hellstrom
3
Independent Non-Executive — — —
Mr. Lim Toon Non-Executive 1 — —
Mr. Lung Chien Ping Independent Non-Executive — — —
Mr. N. Kumar Independent Non-Executive 10 2 2
Mr. Paul O’ Sullivan Non-Executive — — —
Mr. Pulak Prasad Independent Non-Executive 2 2 1
Mr. Rajan Bharti Mittal Executive 6 — 3
Mr. Rakesh Bharti Mittal Non-Executive 4 — 1
Mr. V. S. Raju
3
Independent Non-Executive 1 — —
Notes:
1 The committees considered for the purpose are those prescribed under clause 49(IV)(B) of the Listing Agreement(s).
2 The Directorships held by the Directors, as mentioned above, do not include the Directorships held in foreign companies and private
limited companies.
3 Mr. V. S. Raju and Mr. Kurt Hellstrom joined the Board with effect from November 13, 2003 and February 27, 2004 respectively.
42
INFORMATION AVAILABLE TO THE BOARD
The requisite information as prescribed under clause 49 of the Listing Agreement is placed before the Board from time to time. These
specifically include:
• Annual operating plans, budgets and any updates therein
• Quarterly results for the Company and its operating divisions or business segments
• Capital budgets and any updates therein
• Minutes of meetings of audit committee and other committees of the board
• The information on recruitment/remuneration of senior officers just below the board level
• Material show cause, demand, prosecution notices and penalty notices, if any
• Any material default in financial obligations to and by the Company or substantial non payment for services sold by the Company
• Details of any joint venture or collaboration agreement
• Transactions involving substantial payment towards goodwill, brand equity or intellectual property
• Significant developments in Human Resources
• Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business
• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service
Aforesaid information is generally provided as part of the Agenda papers of the Board Meeting and/or is placed at the table during the course
of the meeting. The Presidents of the two main business groups viz. Mobility and Infotel and other senior management personnel are also
invited to the Board Meetings to present reports on the Company’s operations and internal control systems.
Attendance at the Board meetings
During the financial year 2003-04, the Board met six times, on April 23, 2003, July 23, 2003, August 27, 2003, October 22-23, 2003,
January 19-20, 2004 and March 25, 2004.
The attendance of the Directors at the Board meetings as well as at the last Annual General Meeting (AGM) of the Company is as under:
Name of the Director Number of Board Meetings attended Attended last AGM
(Total meetings held : 6) October 21, 2003
Mr. Sunil Bharti Mittal
(Chairman and Managing Director) 5 Yes
Mr. Akhil Gupta 6 Yes
Mr. Bashir Currimjee 3 No
Ms. Chua Sock Koong
1
5 No
Mr. Dalip Pathak
1
5 No
Mr. Donald Cameron 4 Yes
Mr. Kurt Hellstrom – N.A.
Mr. Lim Toon
2
3 No
Mr. Lung Chien Ping 3 No
Mr. N. Kumar 5 Yes
Mr. Paul O’ Sullivan 3 No
Mr. Pulak Prasad
2
4 No
Mr. Rajan Bharti Mittal 6 No
Mr. Rakesh Bharti Mittal 6 Yes
Mr. V. S. Raju 2 N.A.
1. Three (3) meetings attended through Alternate Director
2. One (1) meeting attended through Alternate Director
3. Mr. V. S. Raju and Mr. Kurt Hellstrom joined the Board with effect from November 13, 2003 and February 27, 2004 respectively.
43
AUDIT COMMITTEE
The Audit Committee of the Board deals with all matters relating to financial reporting, internal controls, risk management, related party
transactions etc. and reports back to the Board on the matters, which among others, include:
• Reviewing the Company’s financial reporting processes and systems
• Recommending the appointment and removal of statutory auditors, fixation of audit fee and related expenses
• Reviewing the Company’s financial and risk management policies
• Reviewing with management the half-yearly and annual financial statements, before submission to the Board, focusing primarily on:
? changes in accounting policies and practices;
? major accounting entries, qualifications and accounting issues based on the managements discretion and judgement;
? compliance with the accounting standards;
? compliance with the stock exchange and legal requirements, concerning financial statements;
? any related party transactions; and
? adequacy and effectiveness of internal audit processes and systems.
The un-audited/audited quarterly financial results of the Company are also specifically reviewed by the Audit Committee before these are
submitted to the Board for approval. Minutes of each Audit Committee meeting are placed before the Board for information.
Composition and Attendance
The Audit Committee has a majority of Independent Non-Executive Directors and all members of the committee have adequate financial
and accounting knowledge.
Mr. N. Kumar, Chairman of the committee is also an Independent Non-Executive Director and Mr. Narender Gupta, Company Secretary,
acts as the Secretary of the committee.
During the financial year 2003-04, the committee met five times, on April 22, 2003, July 22, 2003, August 27, 2003, October 22, 2003 and
January 19, 2004. The composition and Directors’ attendance at the committee meetings is presented below:
Member Director Category No. of Meetings Attended
(Total Meetings held : 5)
Mr. N. Kumar
1
(Chairman) Independent Non-Executive 5
Mr. Bashir Currimjee Independent Non-Executive 3
Mr. Akhil Gupta Executive 5
Ms. Chua Sock Koong
2
Non-Executive 5
Mr. Pulak Prasad
1
Independent Non-Executive 4
1 One (1) meeting attended through Alternate Director
2 Three (3) meetings attended through Alternate Director
HUMAN RESOURCE (HR)/REMUNERATION COMMITTEE
The Human Resource Committee (HR Committee) of the Board, which also discharges the functions of the remuneration committee,
specifically looks into :
• Framing policies and compensation including salaries and salary adjustments, incentives, bonuses, promotion, benefits, stock options
and performance targets of top executives.
• Remuneration of Directors.
• Strategies for attracting and retaining employees, employee development programmes.
• Key issues referred by the Board.
44
Composition and Attendance
The committee has six members, consisting of three Independent Non-Executive Directors, two Non-Executive Directors and one
Executive Director. The Chairman of the committee, Mr. Rakesh Bharti Mittal, is a Non-Executive Director and Mr. Narender Gupta,
Company Secretary, acts as Secretary of the committee.
During the financial year 2003-04, the committee met three times, on April 22, 2003, July 22, 2003 and October 22, 2003. The
composition and Directors’ attendance at the committee meetings is presented below:
Member Director Category No. of Meetings Attended
(Total Meetings held : 3)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 3
Mr. Bashir Currimjee Independent Non-Executive 2
Mr. Donald Cameron Independent Non-Executive 3
Mr. Paul O’ Sullivan Non-Executive –
Mr. Pulak Prasad Independent Non-Executive 1
Mr. Rajan Bharti Mittal Executive 2
ESOP COMPENSATION COMMITTEE
The Compensation Committee of the Board has been constituted in accordance with SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 for administration and superintendence of Employee Stock Option Plan (ESOP) of
the Company.
Scope of the Compensation Committee
The Compensation Committee has the following key deliverables:
• Formulating policies and procedures to ensure that there is no violation of SEBI (Insider Trading Regulations) and (Prohibition of
Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations by any employee.
• Deciding matters relating to options e.g. quantum of options, conditions for lapse of options, exercise of options and frames policies
to monitor the same.
Composition and Attendance
The committee has six members comprising of three Independent Non-Executive Directors, two Non-Executive Directors and one
Executive Director. The Chairman of the committee, Mr. Rakesh Bharti Mittal, is a Non-Executive Director. Mr. Narender Gupta,
Company Secretary, acts as the Secretary of the committee.
During the financial year, 2003-04 the committee met three times, on April 22, 2003, July 22, 2003 and October 22, 2003. The composition
and Directors’ attendance at the committee meetings is presented below:
Member Director Category No. of Meetings Attended
(Total Meetings held : 3)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 3
Mr. Bashir Currimjee Independent Non-Executive 2
Mr. Donald Cameron Independent Non-Executive 3
Mr. Paul O’ Sullivan Non-Executive –
Mr. Pulak Prasad Independent Non-Executive 1
Mr. Rajan Bharti Mittal Executive 2
REMUNERATION OF DIRECTORS
The remuneration paid to the Executive Directors viz. Mr. Sunil Bharti Mittal - Chairman & Managing Director and Mr. Rajan Bharti
Mittal & Mr. Akhil Gupta – Joint Managing Directors is reviewed by the HR committee and approved by the Board of Directors and the
shareholders of the Company.
45
The details of the remuneration paid to the Executive Directors during last financial year ended March 31, 2004, by the Company and its
subsidiary Companies in their capacity as Directors/Advisors is as under:
Executive Directors
I. Sunil Bharti Mittal – Chairman & Managing Director In Rs.
Salary & Allowances Salary & Allowances Performance Linked Total
Incentive
BTVL BCL BCL
3,048,000* 29,877,948* 23,750,004 56,675,952
II. Rajan Bharti Mittal – Joint Managing Director In Rs.
Salary & Allowances Salary & Allowances Advisory Fees Performance Linked Total
Incentive
BTVL BIL BIL BIL
3,048,000* 3,237,688* 2,925,000 7,053,750 16,264,438
III. Akhil Gupta – Joint Managing Director In Rs.
Salary & Allowances Salary & Allowances Advisory Fees Total
BTVL BIL BIL
1,300,000* 7,197,043*# 3,791,665 12,288,708
BTVL – Bharti Tele-Ventures Limited BIL – Bharti Infotel Limited
BCL – Bharti Cellular Limited
Note: * The above amount excludes Company’s contribution/provision for gratuity cost for the year, which is determined annually on
actuarial basis.
# Excludes expenditure for the year on ESOP granted to the Director aggregating to Rs. 4,286,304 for which the options have
not been exercised by the Director.
Non-Executive Directors
Details of remuneration paid to Non-Executive Directors of the Company is as under :
(a) Sitting fees for attending each Board and Committee meeting. The sitting fees was Rs. 5,000 per day, which was raised to Rs. 20,000
per meeting with effect from January 19, 2004.
(b) GBP 50,000 paid to Mr. Donald Cameron for rendering certain services in advisory capacity to Bharti Cellular Limited, its subsidiary
Company.
EQUITY STOCK OPTION TO DIRECTORS
Mr. Akhil Gupta, Joint Managing Director, was granted 1,399,822 options under the Equity Stock Option Plans of the Company as per
the following details:
Scheme No. of options Issue terms
ESOP Scheme I 519,822 – Issued at 50% discount to IPO price of INR 45 i.e. INR 22.50
– To be accrued over a period of 42 months from the date of grant. Last vesting being in
October 2004
– Can be exercised within a period of 7 years from the date of grant
– Not yet exercised
ESOP Scheme II 880,000 – 880,000 shares (including 800,000 Bonus Shares) exercisable at an aggregate consideration
of INR 800,000
– Vesting over a period of 24 months (in September 2003) from the grant date
– Exercisable within a period of 30 days from the date of vesting
– Exercised in the financial year 2003-04
No fresh stock options have been granted to any Director of the Company during the financial year 2003-2004.
46
INVESTORS GRIEVANCE COMMITTEE
The Investors Grievance Committee of the Board looks after redressal of shareholders/investors complaints like transfer of shares, non-
receipt of annual report and others.
The meeting of the committee are held at regular interval, generally every month, to review and ensure that all investor grievances are
redressed within a period of 7-10 days from the date of receipt of complaint. These however do not include complaints/requests, which are
constrained by legal impediments/ procedural issues.
Composition and Attendance
Mr. Rakesh Bharti Mittal, Chairman of the committee, is a Non-Executive Director and Mr. Narender Gupta, Company Secretary, acts as
the Compliance Officer of the Company.
The committee comprises of three members and Directors’ attendance at the meetings of Investors Grievance committee held during
financial year 2003-04, is as under:
Member Director Category No. of Meetings Attended
(Total Meetings held : 12)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 12
Mr. Rajan Bharti Mittal Executive 12
Mr. Akhil Gupta Executive 12
NATURE OF COMPLAINTS AND REDRESSAL STATUS
During the last financial year ended March 31, 2004, the complaints received by the Company were general in nature which include issues
relating to the change in bank mandate, change of address and non-receipt of shares, refund orders etc. The numbers of complaints during
the year were moderate, details of which are as under:
Type of Complaint No. of Complaints Redressed Pending
Any communication towards non-receipt of any shares allotted/refund NIL NIL NIL
Reported loss of Refund Order and request for fresh issue/duplicate refund order 09 09 NIL
Correction/Change of Bank Mandate of Refund Orders 10 10 NIL
Non-receipt of Refund Pay orders 15 15 NIL
Non-receipt of securities 18 18 NIL
Miscellaneous 210 210 NIL
TOTAL 262 262 NIL
The above table does not include the responses furnished by the Company on clarifications sought by Stock Exchanges from time to time
on various market related information.
All requests for share transfers have been processed and effected except those, which are disputed, and sub-judice.
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as under:
Financial Year Location Date Time
Air Force Auditorium
2002-2003 Subroto Park October 21, 2003 03.30 p.m.
New Delhi – 110 020
Air Force Auditorium
2001-2002 Subroto Park September 20, 2002 03:30 p.m.
New Delhi – 110 020
H- 5/12, Mehrauli Road
2000-2001 Qutab Ambience September 25, 2001 11:00 a.m.
New Delhi – 110 030
(Registered Office)
47
At the last Annual General Meeting held on October 21, 2003 the shareholders had passed a special resolution to delist the shares of the
Company from The Delhi Stock Exchange Association Limited (DSE) apart from the special resolutions passed by means of Postal Ballot
separately mentioned in “POSTAL BALLOT” section. Based on this resolution the Company has applied to DSE for delisting of shares.
POSTAL BALLOT
During financial year 2003-04, in line with Section 192A of the Companies Act, 1956, the shareholders of the Company had approved
with overwhelming majority (99% of the total votes casted) following matters by way of passing special resolutions by means of Postal Ballot:
• Authorisation to make loans to or furnish guarantees or provide securities on behalf of its subsidiary Company viz. Bharti Cellular
Limited upto an aggregate amount of Rs. 6,700 crores.
• Authorisation to make loans to or furnish guarantees or provide securities on behalf of its subsidiary Company viz. Bharti Infotel
Limited upto an aggregate amount of Rs. 4,000 crores.
The Postal Ballot exercise was conducted by Mr. S. K. Jain, a Chartered Accountants, who was appointed scrutinizer to ensure that postal
ballot process is conducted in a fair and transparent manner.
In the forthcoming Annual General Meeting, no resolution is proposed to be passed by means of Postal Ballot.
DISCLOSURES
i. Disclosure on materially significant related party transactions
There were no transactions of material nature of the Company with the Promoters, Directors, Management, their relatives, or
subsidiaries of the Company etc., that had potential conflict with the interest of the Company at large in the financial year ended
March 31, 2004.
The related party transactions with the subsidiary/group companies have been disclosed in the Annual Accounts.
ii. Details of non-compliance with regard to Capital Market
There have been no instances of non-compliances by the Company and no penalties and/or strictures have been imposed on the
Company by Stock Exchanges or SEBI or any statutory authority on any matter related to the capital markets in the financial year
ended March 31, 2004.
MEANS OF COMMUNICATION TO SHAREHOLDERS
• The Quarterly and Half-yearly financials of the Company are not sent to the individual shareholders of the Company.
• Quarterly audited/un-audited results are published in prominent daily newspapers, viz. Business Standard and Jansatta (vernacular
newspaper) and are also posted on the Company’s website. At the end of each quarter the Company does an earnings call with
analysts and investors, which is also broadcast live on Company’s website, and the transcript is posted on the website soon after.
• The domain name of Company’s website is www.bhartiteleventures.com and up-to-date financial results, official news releases,
financial analysis reports and other general information about the Company is available on this website.
• The Management Discussion and Analysis report forms part of the Annual Report.
GENERAL SHAREHOLDERS’ INFORMATION
(i) The next Annual General Meeting would be held on Friday, the 20th day of August, 2004 at 3.30 p.m. at Airforce Auditorium,
Subroto Park, New Delhi - 110 010.
(ii) Financial Calendar for the year 2004-2005
Tentative Schedule:
Accounting year April 1, 2004 to March 31, 2005
First Quarter Results July 2004
Second Quarter and Half -yearly Results October 2004
Third Quarter Results January 2005
Fourth Quarter Results April 2005
Annual Results (Audited) Within 6 months of the close of the financial year
Annual General Meeting In accordance with Section 166 of the Companies Act, 1956
48
3000
3500
4000
4500
5000
5500
6000
6500
12 11 10 9 8 7 6 5 4 3 2 1
BHARTI Share Price vs BSE Sensex
Month
S
e
n
s
e
x
30
55
80
105
130
155
180
B
h
a
r
t
i
Sensex Bharti
(iii) Book Closure Date: August 9, 2004 to August 20, 2004 (both days inclusive).
(iv) The Board of Directors have not recommended any dividend for the financial year 2003-04.
(v) Listing on Stock Exchanges and Stock Code
The Company’s equity shares are listed on:
• The National Stock Exchange of India Limited, Symbol -‘BHARTI’
• The Stock Exchange, Mumbai, Scrip code - 532454
• The Delhi Stock Exchange Association Limited (Regional), Scrip code - 102250
Listing Fees for the year 2004-2005 has been paid to the Mumbai Stock Exchange and the National Stock Exchange.
The Company has already applied to Delhi Stock Exchange Association Limited (Regional) for delisting of shares clearly specifying
that it would not be paying any listing fees for the financial year 2004-05. However the listing fees for the financial year 2004-05 is
available with DSE for which the Company intends to claim refund.
(vi) Stock Market Data for the period April 1, 2003 to March 31, 2004
Share price performance in comparison on BSE
High Low Volume BSE Sensex
Month (Rs.) (Rs.) Traded
(Nos.) High Low
April 36.25 28.05 4,590,293 3,221.90 2,904.44
May 40.15 32.00 10,983,488 3,200.48 2,934.78
June 44.00 36.50 3,620,947 3,632.84 3,170.38
July 52.50 36.20 15,926,502 3,835.75 3,534.06
August 69.95 48.75 22,581,074 4,277.64 3,722.08
September 81.75 60.00 14,676,901 4,473.57 4,097.55
October 93.15 70.00 32,283,830 4,951.11 4,432.93
November 91.25 77.15 27,049,895 5,135.00 4,736.70
December 112.40 80.50 38,891,914 5,920.76 5,082.82
January 152.00 105.75 45,27,029 6,082.80 5,550.17
March 167.00 128.10 32,879,688 5,951.03 5,324.78
49
950
1150
1350
1550
1750
1950
12 11 10 9 8 7 6 5 4 3 2 1
Share Price vs S&P CNX Nifty
Month
N
i
f
t
y
30
55
80
105
130
155
180
B
h
a
r
t
i
Nifty Bharti
Share price performance in comparison with NSE Nifty
High Low Volume S&P CNX Nifty Index
Month (Rs.) (Rs.) Traded
(Nos.) High Low
April 36.40 28.00 9,124,792 1,033.45 920.00
May 40.30 30.15 8,701,443 1,013.85 930.80
June 45.00 36.00 7,571,672 1,141.30 1,004.70
July 52.70 36.00 39,281,053 1,198.50 1,089.30
August 70.00 49.00 32,978,425 1,365.80 1,164.75
September 81.90 58.15 27,352,290 1,430.70 1,285.25
October 93.30 70.00 57,493,745 1,574.10 1,407.95
November 100.00 78.00 29,823,739 1,630.25 1,509.15
December 112.00 80.55 68,108,714 1,914.40 1,615.70
January 151.30 105.30 8,856,275 2,014.65 1,756.25
February 160.40 126.65 69,942,341 1,935.80 1,755.65
March 167.70 128.35 84,081,800 1,898.70 1,669.70
(vii) Registrar and Transfer Agent
The share transfer work of the Company is handled by its Registrar and Share Transfer Agent (RTA) viz. M/s. Karvy Computershare
Private Limited (previously Karvy Consultants Limited). Their complete address is as under:
Karvy Computershare Private Limited
‘Karvy House’, 46 Avenue 4,
Street No. 1, Banjara Hills
Hyderabad – 500 034
Tel : (91-40) 23312454/23326591/23320751-52
Fax : (91-40) 23311968/23323049
Email : [email protected]
50
(viii) Share Transfer System
The shares of the Company are traded on the stock exchanges through the Depository system. The Demat ISIN in National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is: INE 397D01016.
All requests received by the Company/ RTA for Dematerialisation/ Re-materialisation/ transfer are disposed off expeditiously. Share
Certificates duly endorsed are issued/ transferred to all those shareholders, who opt for shares in the physical form.
(ix) Distribution of shareholding by number of shares held as on March 31, 2004
Sl. No. No. of equity No. of % Number of % to total
shares held Shareholders equity shares of Rs. 10/- equity
1. 445 1.10 1,838,888,765 99.22
Total 40,315 100.00 1,853,366,767 100.00
(x) Categories of shareholding as on March 31, 2004
Sl. No. Category No. of Shares Held % of Shareholding
A PROMOTERS HOLDING
Promoters*
– Indian Promoters 859,986,028 46.40%
– Foreign Promoters 0 0.00%
Persons acting in Concert # 3,736,200 0.20%
SUB-TOTAL – A 863,722,228 46.60%
B NON- PROMOTER HOLDINGS
Institutional Investors
Mutual Funds and UTI 43,731,197 2.36%
Banks, Financial Institution, Insurance Companies (Central/State
Government Institutions/Non-Government Institutions 6,035,186 0.33%
FIIs 171,253,426 9.24%
SUB-TOTAL – B 221,019,809 11.93%
C Others
Private Corporate Bodies 21,192,191 1.14%
Indian Public 19,165,785 1.03%
NRIs / OCBs 20,595,601 1.11%
Foreign Companies 692,213,935 37.35%
Any other :
(i) Trusts 10,912,131 0.59%
(ii) HUF 288,141 0.02%
(iii) Clearing Members (NSDL & CDSL) 4,256,946 0.23%
SUB-TOTAL – C 768,624,730 41.47%
GRAND TOTAL 1,853,366,767 100.00%
51
(xi) Investors’ correspondence may be addressed to:
Narender Gupta
Compliance Officer and Company Secretary
Bharti Tele-Ventures Limited
‘Qutab Ambience,’ H-5/12, Mehrauli Road
New Delhi – 110 030
Tel .: 91-11-51666000-07 Fax :91-11-51666011-12
[email protected] website : www.bhartiteleventures.com
52
Auditors’ Certificate
ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING
AGREEMENT(S)
To the Members of
Bharti Tele-Ventures Limited,
1. We have reviewed the implementation of Corporate Governance procedures by Bharti Tele-Ventures Limited (the Company) during
the year ended March 31, 2004, with the relevant records and documents maintained by the Company, furnished to us for our review
and the report on Corporate Governance as approved by the Board of Directors.
2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
3. On the basis of our review and according to the information and explanations given to us, the conditions of Corporate Governance
as stipulated in Clause 49 of the listing agreement with the Stock Exchange(s) have been complied with in all material respects by
the Company.
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
Place : New Delhi U. RAJEEV
Date : April 23, 2004 Partner
doc_982683143.pdf