About
Bharti Airtel Ltd
Bharti Airtel Limited is a leading global telecommunications company with operations in 18 countries across Asia and Africa. Headquartered in New Delhi, India, Bharti Airtel ranks amongst the top 3 mobile service providers globally in terms of subscribers. The company offers an integrated suite of telecom solutions to its enterprise customers, in addition to providing long distance connectivity both nationally and internationally. The Company also offers Digital TV and IPTV Services. All these services are rendered under a unified brand 'airtel' either directly or through subsidiary companies.
The company operates in four strategic business units, namely Mobile, Telemedia, Enterprise and Digital TV. The mobile business offers services in India, Sri Lanka and Bangladesh. The Telemedia business provides broadband, IPTV and telephone services in 95 Indian cities. The Digital TV business provides Direct-to-Home TV services across India. The Enterprise business provides end-to-end telecom solutions to corporate customers and national and international long distance services to telcos.
The company also deploys, owns and manages passive infrastructure pertaining to telecom operations under their subsidiary Bharti Infratel Ltd. Bharti Infratel Ltd own 42% of Indus Towers Ltd. Bharti Infratel Ltd and Indus Towers Ltd are the largest passive infrastructure service providers for telecom services in India.
Bharti Airtel Ltd was incorporated in the year 1995 with the name Bharti Tele-Ventures Ltd. The company was promoted by Bharti Telecom Ltd, a company incorporated under the laws of India. The name of the company was changed from Bharti Tele-Ventures to Bharti Airtel Ltd with effect from April 24, 2006 in order to reflect their brand essence, objective and the nature of their business activities.
During the year 1995-96, the company launched mobile services under the brand name 'Airtel' for the first time in Delhi and Himachal Pradesh. During the year 1997-98, the company became the first private telecom operator to obtain a license to provide basic telephone services in the state of Madhya Pradesh. They incorporated Bharti BT VSAT Ltd and Bharti BT Internet Ltd during the year.
During the year 1999-2000, the company acquired JT Mobiles for providing cellular services operator in Punjab, Karnataka and Andhra Pradesh. Also, they acquired Skycell, Chennai and thus, they expanded their South Indian footprint. During the year 2001-02, they launched IndiaOne, India's first private sector national and international long distance service. They acquired licenses for eight new circles across India. In July 2001, the company acquired 100% equity interest in Bharti Mobitel Ltd (erstwhile Spice Cell Ltd), which provided mobile services in the Kolkata circle.
During the year 2002-03, the company launched cellular mobile services in the circle of Mumbai, Maharashtra, Tamil Nadu, Kerala, Madhya Pradesh, Uttar Pradesh (West), Haryana and Gujarat, fixed line services in the circles of Tamil Nadu and Karnataka and International Long Distance Services. They also commenced commercial operations for their submarine cable landing station.
During the year 2003-04, the company obtained the new licenses for providing the Unified Access Services, which include telecom circles of West Bengal (including Andaman & Nicobar and Sikkim), Bihar (including Jharkhand), Orissa, Jammu & Kashmir and UP (East). They also acquired interest in the telecom circles of Rajasthan and North Eastern States, through the acquisition of 67.5% equity stake in Bharti Hexacom Ltd.
During the year 2004-05, Bharti Cellular Ltd and Bharti Infotel Ltd, subsidiaries of the company, merged with the company with effect from April 1, 2004. Prior to merger of Bharti Cellular Ltd with the company, Bharti Mobile Ltd operated in circles of Karnataka, Andhra Pradesh and Punjab merged with Bharti Cellular Ltd. The company acquired an additional stake of 1% from Fouad M T Al Ghanim Trading & Cont Co Kuwait one of the shareholder of Bharti Hexacom Ltd.
During the year, the company and Videsh Sanchar Nigam Ltd entered into an agreement to share the company's national long distance network for a period of 15 years for a consideration of Rs 5,000 million. They entered into a regional mobile services agreement with six other leading mobile operators, namely Globe Telecom, Philippines; Maxis, Malaysia; Optus, Australia; SingTel, Singapore; Taiwan Cellular Corporations, Taiwan and Talkomsel, Indonesia and formed a regional alliance, namely Bridge Alliance.
In April 2005, the company through their erstwhile 100% subsidiary Bharti Infotel Ltd, which was merged with the company acquired 100% equity stake in Bharti Broadband Ltd (formerly known as Comsat Max Ltd) by acquiring their holding company Satcom Broadband Equipment Ltd (formerly known as CMax Infocom Ltd). Also, Satcom Broadband Equipment Ltd and Bharti Broadband Ltd were amalgamated with the company with effect from October 1, 2005.
During the year 2005-06, the company signed a managed capacity expansion contract with Ericsson for providing managed services and expands their GSM /GPRS network into rural India in 15 circles. Also, they entered into an agreement with Nokia to expand their managed GSM/ GPRS/ EDGE networks in eight circles. The company and IBM launched Managed Services under their joint go-to-market program.
During the year, Vodafone acquired 10% economic interest in the company by way of subscription of convertible debentures in Bharti Enterprises Ltd. Also, the company entered into strategic partnership outsourcing agreements for their customer care call center operations with four international BPOs - Hinduja TMT (HTMT), IBM Daksh, Mphasis and TeleTech Services.
During the year 2006-07, the company incorporated seven wholly owned subsidiaries namely Bharti Airtel (USA) Ltd, Bharti Airtel (UK) Ltd, Bharti Airtel (Hong Kong) Ltd and Bharti Airtel (Canada) Ltd, Bharti Infratel Ltd, Bharti Telemedia Ltd and Bharti Airtel Lanka (Pvt) Ltd. They received letter of offer from Telecommunications Regulatory Commission of Sri Lanka for providing 2G and 3G mobile services in Sri Lanka.
During the year, the company entered into agreement with Microsoft to offer software and services for the Small and Medium Business (SMB) market in India and to offer Microsoft's latest Windows Mobile 5.0 technology to its customer. They entered into agreement with Google to offer search services on Airtel Mobile. Also, they entered agreement with Adani Group to connect Mundra Port and Special Economic Zone and with IBM to deliver India's first 'Service Delivery Platform'.
In July 2006, the company launched 'Airtel Mega' Fixed Wireless Phone (FWP) services. In September 14, 2006, they acquired 43,750 thousand shares of Bharti Hexacom Ltd for an aggregate consideration of Rs 875,000 thousand thereby increasing their stake from 68.5% to 68.89%.
In December 2006 the company announced their foray into USA with the launch of Airtel CallHome service for Non-Resident Indians. In March 2007, they introduced BlackBerry 8800TM business phone. In April 3, 2007, Bharti Airtel (Singapore) Pvt Ltd, Singapore, was incorporated for providing Voice Interconnection, Prepaid International Calling Services, International Private Leased Circuits and VSAT Trading.
During the year 2007-08, Bharti Airtel Services Ltd (erstwhile Bharti Comtel Ltd), the wholly owned subsidiary of the company, sold their entire shareholding in Bharti Telemedia Ltd to the company and Bharti Enterprise Ltd in the ratio of 40% and 60%, respectively. The company acquired 2% stake in a subsidiary of IFFCO Ltd called IFFCO Kissan Sanchar Ltd at a consideration of Rs 50,125 thousand. Also, they invested USD 1,200 thousand towards 1,200 thousand shares, of Bridge Mobile Pte Ltd, Singapore (Bridge Mobile).
During the year, the company entered into a joint venture agreement with Vodafone Essar Ltd and Idea Cellular Ltd and formed an independent tower company namely, Indus Towers Ltd for providing passive infrastructure services in 16 circles of India.
In September 7, 2007, the company acquired 49% of the equity in Bharti Aquanet Ltd, India, at a consideration of Rs 159,549 thousand making Bharti Aquanet Ltd a 100% subsidiary of the company. In September 28, 2007, they acquired 100% of the equity in Network i2i Ltd, Mauritius, at a consideration of USD 133,400 thousand.
In October 1, 2007, the company incorporated a new company namely, Bharti Airtel Holding (Singapore) Pte Ltd in Singapore as an investment holding company of the company. In January 2008, the company transferred the passive telecom infrastructure business of the company to Bharti Infratel Ltd.
During the year 2008-09, the company made their foray into media and television by redefining home entertainment with Airtel digital TV. They launched their virtual calling card service 'Airtel CallHome' in UK, Singapore and Canada. The service is targeted at the huge Indian Diaspora, Non-Resident Indians (NRIs) and Indian students in these markets.
The company launched their mobile services in Sri Lanka under the Airtel brand. They expanded their footprint by launching their Mobile Services in Lakshadweep. They also launched VeriSign Identity Protection (VIP) Services for their enterprise customers in India in partnership with VeriSign.
In February 19, 2009, the company increased their stake in Bharti Hexacom Ltd by 1.11% through acquisition of 2,780,306 equity shares for an aggregate consideration of Rs 166,818 thousand. In March 4, 2009, the company subscribed 1,470,000 equity shares (49% stake) in Bharti Teleports Ltd for an aggregate consideration of Rs. 14,700 thousand.
In October 2009, the company launched live mobile comic service on their mobile entertainment portal, Airtel Live. In October 23, 2009, they acquired an additional 55% equity stake in their subsidiary, Bharti Telemedia Ltd for a consideration of Rs 7.38 crore. Consequently, the total equity interest of the company in Bharti TelemediaLtd increased to 95%.
In January 12, 2010, the company agreed to acquire 70% stake in Warid Telecom, Bangladesh, a wholly owned subsidiary of the Dhabi Group. Warid Telecom is offering mobile services across all the 64 districts of Bangladesh. As of January 2010, the company had an aggregate of over 131 million customers in South Asia, including 121.7 million mobile customers in India.
In March 11, 2010, the company made their debut into Media & Entertainment with the launch of the Airtel Digital Media Business. With this, the company is able to offer Content Delivery Solutions for media and entertainment sector.
In June 2010, the company acquired Zain Group's mobile operations in 15 countries across Africa for an enterprise valuation of USD 10.7 billion. With this, the company has become the first Indian brand to go truly global with a footprint that covers over 1.8 billion people. Also, the company has become a major Indian MNC with operations in 18 countries across Asia and Africa with a customer base of over 180 million.
During the year 2010-11, the company introduced a completely new, fresh and vibrant brand logo and identity.Apart from India and Sri Lanka, the brand also started to offer its services to consumers in Bangladesh making the Company a powerhouse across South Asia. Across the seas, the Company established a strong presence in the 16 countries across the African continent.
During the year, Airtel won the 'Most Preferred Cellular Service Provider Brand' award in the CNBC Awaaz Consumer Awards 2010 for the 6th year in a row. The CNBC Awaaz Consumer Awards were based on an extensive consumer survey done by Nielsen, wherein the customers rated brands across different categories which delivered true value for money.
During the year, the company launched 3G Services in 9 of 13 circles with 3G spectrum, empowering all 3G customers to manage their data usage and avoid 'bill shock' with proactive, personalised and timely data usage alerts coupled with introduction of easy-to-understand intuitive tariffs with personalised data usage limits.
They launched various new and innovative products and services, such as airtel money, airtel call manager, airtel voice blog, airtel world SIM, Live Aarti, LearnNext, IPTV, airtel broadband TV, Unified Service Management Centre (uSMC), Global Data Services, airtel digital TV recorder, MAMO (My Airtel My Offer) and i-Care directly and through its subsidiaries, which enabled it to strengthen their leadership in an intensely competitive market.
During the year, the company launched their New Vision for India and South Asia 'By 2015, airtel will be the most loved brand, enriching the lives of millions' inspiring and directing all stakeholders for the next stage of growth. Also, they launched their vision for Africa 'By 2015 airtel will be the most loved brand in the daily lives of African people'.
In August 27, 2010, they acquired the 100% interest in Telecom Seychelles Ltd, a telecom operator of Seychelles, for an enterprise value of USD62 million. In September 2011, the company choose Ericsson India, Nokia Siemens Networks and Huawei Technologies as network partners to launch 3G Services in India. These partners will plan, design, deploy and maintain a 3G HSPA Network in Bharti Airtel 3G license circles.
In January 2011, the company and State Bank of India (SBI) entered into a Joint Venture (JV) agreement to make available banking services to India's unbanked millions. The newly formed entity, will harness the power of State Bank's strengths and airtel's mobile telephony to add value to the banking and financial services sector and empower millions of financially excluded in the country to enhance their livelihood and quality of life. The Joint Venture will become the Business Correspondent of SBI and offer banking products and services at affordable cost to the citizens in unbanked and other areas.
On 23 April 2013, Bharti Airtel announced that it had entered into a definitive agreement with the Warid Group (Warid) to fully acquire Warid Telecom Uganda.
On 2 May 2013, Bharti Airtel Holdings (Singapore) Pte. Limited (Bharti), a wholly owned subsidiary of Bharti Airtel, and Warid Group reached an agreement, wherein Bharti decided to acquire the entire remaining 30% equity stake of Warid in Airtel Bangladesh Limited. Earlier, Bharti had acquired 70% stake in Warid Telecom, Bangladesh in January 2010.
On 17 June 2013, Bharti Airtel announced that it had completed the allotment of 19.98 crore equity shares, representing 5% equity stake in the company, to private equity firm Qatar Foundation Endowment (QFE). On 3 May 2013, Bharti and QFE had announced a binding agreement for preferential allotment of Bharti Airtel shares to QFE.
On 4 July 2013, Bharti Airtel announced that it has subscribed to an additional 2% equity share capital in all the four India BWA entities of Qualcomm AP that hold BWA licenses in Delhi, Mumbai, Haryana and Kerala. Post the transaction, all the four India BWA entities became subsidiaries of Bharti Airtel. On 24 May 2012, Bharti Airtel and Qualcomm announced an agreement under which Bharti acquired 49% interest in Qualcomm AP's India entities that hold BWA licenses in Delhi, Mumbai, Haryana and Kerala.
On 5 November 2013, Bharti Airtel announced that it had entered into a definitive agreement with Warid Group to fully acquire Warid's Brazzaville operations.
On 10 December 2013, Bharti Airtel and Reliance Jio Infocomm Limited announced a comprehensive telecom infrastructure sharing arrangement to utilise each other's infrastructure i.e. optic fibre, submarine cable networks, towers and internet broadband services.
On 13 February 2014, Bharti Airtel announced that it had acquired 115.0 MHz spectrum for a total consideration of Rs 18530 crore in a spectrum auction conducted by the Government of India.
On 19 February 2014, Bharti Airtel announced that it had crossed the 200 million mobile subscribers mark in India.
On 2 April 2014, Bharti Airtel announced that it had selected IBM to manage the IT infrastructure and applications for its operations in India for five years.
On 9 July 2014, Bharti Airtel announced an agreement with Helios Towers Africa (HTA), the leading independent telecoms towers company in Africa, for the divestment of over 3,100 telecoms towers in four countries across Airtel's African operation to HTA.
On 7 August 2014, Bharti Airtel announced the successful completion of the Offer For Sale (OFS) of 85 million shares of its subsidiary Bharti Infratel Limited for a total consideration of over Rs 2100 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel came down to 74.86%.
On 1 September 2014, Bharti Airtel announced the signing of a definitive agreement with Essar Telecommunications Kenya Limited, which operates under the brand name yuMobile', to acquire over 2.7 million subscribers of yuMobile.
On 24 November 2014, American Tower Corporation and Bharti Airtel Limited announced that they have entered into a definitive agreement for the sale of over 4,800 of Airtel's communications towers in Nigeria. Airtel will be the anchor tenant on the portfolio under a lease with a ten-year initial term.
On 15 December 2014, Bharti Airtel inked an agreement with IHS Holding Limited for sell and lease back of over 1100 towers from IHS in Zambia and Rwanda under a 10-year renewable contract.
On 26 February 2015, Bharti Airtel offloaded 55 million shares of its subsidiary Bharti Infratel through a secondary share sale in the stock market for a total consideration of Rs 1925 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 71.9%.
On 3 March 2015, Bharti Airtel announced a strategic collaboration with China Mobile to share network and product best practices and technical learnings and work together for standards and products to accelerate commercialisation of LTE and evolving 4.5G/5G technologies. The two companies also decided to work towards shaping up a joint strategy for procurement of devices that include Mifi, smart phones, data cards, LTE CPEs and USIM.
On 26 March 2015, Bharti Airtel announced that it had acquired 111.6 MHz of prime spectrum across 900 MHz, 1800 MHz and 2100 MHz bands for a total consideration of Rs 29130 crore in a spectrum auction conducted by the Government of India.
On 16 May 2015, Bharti Airtel announced that it had received financing commitments of up to USD 2.5 Billion from China Development Bank and Industrial and Commercial Bank of China at about nine-years in average maturity.
On 26 August 2015, Bharti Airtel announced that it has signed a definitive agreement to acquire 100% equity stake in Augere Wireless Broadband India Pvt. Ltd., which holds 20 MHz of BWA Spectrum in the telecom circle of Madhya Pradesh and Chhattisgarh.
On 30 November 2015, Bharti Airtel announced that it would invest Rs 60,000 crore over 3 years on a comprehensive network transformation program named Project Leap.
On 13 January 2016, Orange, one of the world's leading telecommunications operators, signed an agreement with Bharti Airtel International (Netherlands) BV, a subsidiary of Bharti Airtel, to acquire Airtel's operations in Burkina Faso and Sierra Leone.
On 28 January 2016, Axiata Group Berhad (Axiata) and Bharti Airtel signed a Definitive Agreement to merge their respective telecommunication subsidiaries in Bangladesh; namely, Robi Axiata Limited (Robi) and Airtel Bangladesh Limited (Airtel).
On 23 February 2016, Bharti Airtel, Kotak Mahindra Bank Limited (KMBL) and Airtel M Commerce Services Limited (AMSL) signed the Share Subscription and Shareholders Agreement, wherein, KMBL agreed to acquire 9,83,82,022 equity shares aggregating to Rs 98.38 crores in cash, representing 19.90% of the paid-up capital of AMSL.
On 16 March 2016, Bharti Airtel entered into a definitive agreement with Videocon Telecommunications Limited (VTL) to acquire rights to use 2 x 5 MHz spectrum in the 1800 MHz Band 2013 for six circles, namely, Bihar, Haryana, Madhya Pradesh, UP (East), UP (West) and Gujarat from VTL for an aggregate consideration of Rs 4428 crore.
On 8 April 2016, Bharti Airtel and its subsidiary, Bharti Hexacom Limited entered into definitive agreements with Aircel Limited and its subsidiaries Dishnet Wireless Limited and Aircel Cellular Limited (together Aircel) to acquire rights to use 20 megahertz (MHz) 2300 Band 4G TD spectrum for eight circles namely, Tamil Nadu (including Chennai), Bihar, Jammu & Kashmir, West Bengal, Assam, North East, Andhra Pradesh and Orissa at an aggregate consideration of Rs 3500 crore.
Reserve Bank of India on 11 April 2016 granted payments bank license to Airtel M Commerce Services Limited (AMSL), a subsidiary of Bharti Airtel.
On 5 May 2016, Bharti Airtel International (Netherlands) BV, a subsidiary of Bharti Airtel, and Helios Towers Africa (HTA), an independent telecoms towers company in Africa, announced an agreement for the divestment of approximately 950 telecoms towers in the Democratic Republic of Congo (DRC) from Airtel to HTA.
On 14 June 2016, Singapore Telecommunications and Bharti Airtel announced a strategic alliance to provide seamless high speed data connectivity to global enterprises under one network.
On 6 October 2016, Bharti Airtel announced that it had acquired 173.8 Mhz spectrum across 1800/2100/2300 MHz bands for a total consideration of Rs 14244 crore in a spectrum auction conducted by the Department of Telecom, Government of India.
On 20 December 2016, Bharti Airtel announced that its subsidiary Network i2i Ltd. has entered into a definitive agreement with Orascom Telecom Media and Technology Holding S.A.E (Orascom) to acquire Orascom's entire equity stake in Middle East North Africa Company Submarine Cable Systems S.A.E (MENA-SCS). MENA - SCS owns and operates a submarine cable network between India and Europe covering Middle East, with options to extend the network to Africa.
On 12 January 2017, Airtel Payments Bank, a subsidiary of Bharti Airtel, announced the commencement of national operations with services in all 29 states of India.
On 22 February 2017, Bharti Airtel announced that it has, through its subsidiary Bharti Airtel Services, acquired a strategic equity stake in Seynse Technologies Pvt. Ltd., a Financial Technology (FinTech) company.
On 23 March 2017, Bharti Airtel announced that it has entered into a definitive agreement with Tikona Digital Networks (Tikona) to acquire Tikona's 4G Business including the Broadband Wireless Access ('BWA') spectrum and 350 sites, in five telecom circles.
On 28 March 2017, Bharti Airtel pared its stake in its subsidiary Bharti Infratel by selling over 190 million shares Bharti Infratel representing 10.3% stake to a consortium of funds advised by KKR and Canada Pension Plan Investment Board (CPPIB) for a total consideration of over Rs 6193.90 crore. The deal was executed at Rs 325 per Bharti Infratel share. Following the closure of this transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 61.7%.
On 10 July 2017, Bharti announced plans to invest up to Rs 2000 crore over 3 years under Project Next - its digital innovation program aimed at transforming customer experience across all of its services and touch points. Project Next complements Airtel's massive investments towards building a future ready network under Project Leap.
On 12th October 2017, Bharti Airtel and Tata Group entered into an agreement to merge Consumer Mobile Businesses (CMB) of Tata Teleservices Limited (TTSL) and Tata Teleservices Maharashtra Limited (TTML) with Bharti Airtel. As part of the Agreement, Bharti Airtel will absorb Tata CMB's operations across the country in nineteen circles (17 under TTSL and 2 under TTML).
On 16 November 2017, Bharti Airtel announced the launch of two new Android powered 4G smartphones at the price of a feature phone in partnership with Karbonn Mobiles. The launch is part of Airtel's Mera Pehla Smartphone' initiative, which is aimed at enabling every Indian to buy a 4G smartphone and get on to the digital superhighway.
On 12 December 2017, Bharti Airtel and Warburg Pincus, a global private equity firm focused on growth investing, announced that an affiliate of Warburg Pincus will acquire up to 20% equity stake in Bharti Telemedia, the DTH arm of Bharti Airtel, for approximately $350 million. Of this, 15% stake will be sold by Bharti Airtel and the balance by another Bharti entity which holds 5% stake. Upon closing of the transaction, Bharti Airtel will own an 80% equity stake in Bharti Telemedia.
During FY2019, the company has approved the issuance of upto 1,133,591,075 Equity Shares of face value of Rs 5/- each by way of rights issue at a price of Rs 220 per rights equity share (including a premium of Rs 215 per rights equity share) aggregating up to Rs 249,390.04 million on a rights basis to the eligible equity shareholders in the ratio of 19 rights equity shares for every 67 equity shares held by the eligible equity shareholders on the record date, that is, 24 April 2019. The issue was opened on 03 May 2019.
As on 31 March 2019, your Company has 101 subsidiaries, 7 associate companies and 8 joint ventures.
During FY 2018-19, Bharti Airtel Holding (Mauritius) Limited, Airtel Africa Mauritius Limited, Bharti Airtel Overseas (Mauritius) Limited, Airtel Africa Limited, Airtel Mobile Commerce Nigeria B.V., Airtel Mobile Commerce Congo B.V., Airtel Mobile Commerce (Seychelles) B.V., Airtel Mobile Commerce Madagascar B.V., Airtel Mobile Commerce Kenya B.V., Airtel Mobile Commerce Rwanda B.V., Airtel Mobile Commerce Malawi B.V., Airtel Mobile Commerce Uganda B.V., Airtel Mobile Commerce Tchad B.V, Airtel Mobile Commerce Zambia B.V. became Subsidiaries of the company.
During FY 2018-19, Bharti Airtel Burkina Faso Holdings B.V., Africa Towers Services Limited, Tigo Rwanda Limited ceased to be subsidiaries of the company.
During the FY 2019-20, the company has 1,133,591,075 equity shares of face value of Rs 5/- each on 24 May 2019 pursuant to Rights Issue aggregating to Rs 5,667,955,375.
The company also allotted 9,70,668 equity shares of face value of Rs 5/- each on 26 July 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') and the Company and their respective shareholders and creditors, aggregating to Rs 4,853,340/- to the equity shareholders of TTML.
The company also allotted 10, 10% fully paid-up redeemable, non-participating, noncumulative preference Shares of face value of Rs 100/- each on 26 July 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') aggregating to Rs 1000/- to the Preference shareholders of TTML.
The company also allotted 487, 10% fully paid-up redeemable, non-participating, non-cumulative preference shares of face value of Rs 100/- each on 26 July 2019, pursuant to composite scheme of arrangement among Tata Teleservices Limited (TTSL'), Bharti Hexacom Limited and the Company and their respective shareholders and creditors, aggregating to Rs 48,700 to equity share holders, CCPS holders and OCPS holder of TTSL.
Further in the FY2020,the company also allotted 323,595,505 equity shares of face value of Rs 5/- each on 15 January 2020 pursuant to Qualified Institutions Placement aggregating to Rs 1,617,977,525.
During the year 2020, the scheme of amalgamation between Bharti Digital, a wholly-owned subsidiary company and the Company became effective on May 29, 2019 pursuant to which Bharti Digital has been amalgamated with the Company.
During the year 2020, the Company acquired consumer mobile business of TTML and TTSL under the TTML Scheme and TTSL Scheme, was made effective from July 01, 2019. The scheme of arrangement between the Company and Telesonic, a subsidiary company and their respective shareholders and creditors for the transfer of optical fibre cable business of the Company to Telesonic, has become effective on August 03, 2019.
The Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated May 31, 2019 had sanctioned the Scheme of Amalgamation of Bharti Infratel Limited into and with Indus Towers Limited, which got filed with Registrar of Companies on November 19, 2020 i.e. the effective date of merger. Consequently, the Company's 53.51% shareholding in Bharti Infratel Limited was reduced to 36.73% in Indus Towers Limited (merged entity).
On December 2, 2020 and December 28, 2020, the Company acquired an additional stake of 4.93% and 0.06%, respectively, in the Indus Towers Limited, merged entity, increasing its equity stake from 36.73% to 41.73%. Accordingly, the Company owns 41.73% stake in Indus Towers Limited as on March 31, 2021.
As on March 31, 2021, Company had 108 subsidiaries, 7 associates and 6 joint ventures.
During FY 2020-21, Airtel Limited, Airtel Mobile Commerce DRC B.V., Airtel Mobile Commerce Gabon B.V., Airtel Mobile Commerce Niger B.V., Airtel Money Kenya Limited, Network i2i (UK) Limited, The Airtel Africa Employee Benefit Trust, Airtel Digital Services Holdings B.V., Airtel Africa Services (UK) Limited became subsidiaries of the Company and Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited became Joint Ventures of the Company.
During FY 2020-21, Africa Towers N.V., Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited ceased to be subsidiaries and Seynse Technologies Private Limited ceased to be associate of the Company.
Upon approval of Hon'ble National Company Law Tribunal and the Department of Telecommunications, the Composite scheme of arrangement between Bharti Airtel Limited, Bharti Airtel Services Limited, Hughes and HCIL Comtel Private Limited and their respective shareholders and creditors has become effective on January 04, 2022 and VSAT Undertaking of the Company and Bharti Airtel Services Limited stands transferred and vested into Hughes and HCIL Comtel Private Limited, respectively (on a going concern basis) by way of a slump sale with effect from January 04, 2022.
The Company announced a new corporate structure on April 14, 2021 to sharpen its focus on driving the rapidly unfolding digital opportunity in India while enabling it to unlock value. The Board of Directors on April 14, 2021, had approved the composite scheme of arrangement between the Company, Nettle Infrastructure Investments Limited, Airtel Digital Limited (ADL), Telesonic Networks Limited and Airtel Limited and their respective shareholders and creditors for amalgamation of Nettle Infrastructure Investments Limited, Airtel Digital Limited and Telesonic Networks Limited, wholly-owned subsidiaries with and into Bharti Airtel Limited and demerger of Telecom
Business Undertaking of Bharti Airtel Limited and vesting of the same with Airtel Limited, its wholly-owned subsidiary on a going concern basis.
As on March 31, 2022, Company had 108 subsidiaries, 7 associates and 6 joint ventures.
During year 2021-22 Bharti Airtel Ghana Holdings B.V. Limited, Airtel Ghana Limited, Airtel Mobile Commerce (Ghana) Limited ceased to be Joint Venture Companies and Tanzania Towers Limited, Madagascar Towers S.A., Malawi Towers Limited ceased to be subsidiaries of the Company.
During the financial year 2021-22, the Company acquired 33.33% stake in Hughes Communications India Private Limited. Further, it acquired 25% equity shares of Lavelle Networks Private Limited and accordingly, Hughes and Lavelle became associate companies of the Company during the financial year.
Bharti Airtel Ltd
Company History
Bharti Airtel Limited is a leading global telecommunications company with operations in 18 countries across Asia and Africa. Headquartered in New Delhi, India, Bharti Airtel ranks amongst the top 3 mobile service providers globally in terms of subscribers. The company offers an integrated suite of telecom solutions to its enterprise customers, in addition to providing long distance connectivity both nationally and internationally. The Company also offers Digital TV and IPTV Services. All these services are rendered under a unified brand 'airtel' either directly or through subsidiary companies.
The company operates in four strategic business units, namely Mobile, Telemedia, Enterprise and Digital TV. The mobile business offers services in India, Sri Lanka and Bangladesh. The Telemedia business provides broadband, IPTV and telephone services in 95 Indian cities. The Digital TV business provides Direct-to-Home TV services across India. The Enterprise business provides end-to-end telecom solutions to corporate customers and national and international long distance services to telcos.
The company also deploys, owns and manages passive infrastructure pertaining to telecom operations under their subsidiary Bharti Infratel Ltd. Bharti Infratel Ltd own 42% of Indus Towers Ltd. Bharti Infratel Ltd and Indus Towers Ltd are the largest passive infrastructure service providers for telecom services in India.
Bharti Airtel Ltd was incorporated in the year 1995 with the name Bharti Tele-Ventures Ltd. The company was promoted by Bharti Telecom Ltd, a company incorporated under the laws of India. The name of the company was changed from Bharti Tele-Ventures to Bharti Airtel Ltd with effect from April 24, 2006 in order to reflect their brand essence, objective and the nature of their business activities.
During the year 1995-96, the company launched mobile services under the brand name 'Airtel' for the first time in Delhi and Himachal Pradesh. During the year 1997-98, the company became the first private telecom operator to obtain a license to provide basic telephone services in the state of Madhya Pradesh. They incorporated Bharti BT VSAT Ltd and Bharti BT Internet Ltd during the year.
During the year 1999-2000, the company acquired JT Mobiles for providing cellular services operator in Punjab, Karnataka and Andhra Pradesh. Also, they acquired Skycell, Chennai and thus, they expanded their South Indian footprint. During the year 2001-02, they launched IndiaOne, India's first private sector national and international long distance service. They acquired licenses for eight new circles across India. In July 2001, the company acquired 100% equity interest in Bharti Mobitel Ltd (erstwhile Spice Cell Ltd), which provided mobile services in the Kolkata circle.
During the year 2002-03, the company launched cellular mobile services in the circle of Mumbai, Maharashtra, Tamil Nadu, Kerala, Madhya Pradesh, Uttar Pradesh (West), Haryana and Gujarat, fixed line services in the circles of Tamil Nadu and Karnataka and International Long Distance Services. They also commenced commercial operations for their submarine cable landing station.
During the year 2003-04, the company obtained the new licenses for providing the Unified Access Services, which include telecom circles of West Bengal (including Andaman & Nicobar and Sikkim), Bihar (including Jharkhand), Orissa, Jammu & Kashmir and UP (East). They also acquired interest in the telecom circles of Rajasthan and North Eastern States, through the acquisition of 67.5% equity stake in Bharti Hexacom Ltd.
During the year 2004-05, Bharti Cellular Ltd and Bharti Infotel Ltd, subsidiaries of the company, merged with the company with effect from April 1, 2004. Prior to merger of Bharti Cellular Ltd with the company, Bharti Mobile Ltd operated in circles of Karnataka, Andhra Pradesh and Punjab merged with Bharti Cellular Ltd. The company acquired an additional stake of 1% from Fouad M T Al Ghanim Trading & Cont Co Kuwait one of the shareholder of Bharti Hexacom Ltd.
During the year, the company and Videsh Sanchar Nigam Ltd entered into an agreement to share the company's national long distance network for a period of 15 years for a consideration of Rs 5,000 million. They entered into a regional mobile services agreement with six other leading mobile operators, namely Globe Telecom, Philippines; Maxis, Malaysia; Optus, Australia; SingTel, Singapore; Taiwan Cellular Corporations, Taiwan and Talkomsel, Indonesia and formed a regional alliance, namely Bridge Alliance.
In April 2005, the company through their erstwhile 100% subsidiary Bharti Infotel Ltd, which was merged with the company acquired 100% equity stake in Bharti Broadband Ltd (formerly known as Comsat Max Ltd) by acquiring their holding company Satcom Broadband Equipment Ltd (formerly known as CMax Infocom Ltd). Also, Satcom Broadband Equipment Ltd and Bharti Broadband Ltd were amalgamated with the company with effect from October 1, 2005.
During the year 2005-06, the company signed a managed capacity expansion contract with Ericsson for providing managed services and expands their GSM /GPRS network into rural India in 15 circles. Also, they entered into an agreement with Nokia to expand their managed GSM/ GPRS/ EDGE networks in eight circles. The company and IBM launched Managed Services under their joint go-to-market program.
During the year, Vodafone acquired 10% economic interest in the company by way of subscription of convertible debentures in Bharti Enterprises Ltd. Also, the company entered into strategic partnership outsourcing agreements for their customer care call center operations with four international BPOs - Hinduja TMT (HTMT), IBM Daksh, Mphasis and TeleTech Services.
During the year 2006-07, the company incorporated seven wholly owned subsidiaries namely Bharti Airtel (USA) Ltd, Bharti Airtel (UK) Ltd, Bharti Airtel (Hong Kong) Ltd and Bharti Airtel (Canada) Ltd, Bharti Infratel Ltd, Bharti Telemedia Ltd and Bharti Airtel Lanka (Pvt) Ltd. They received letter of offer from Telecommunications Regulatory Commission of Sri Lanka for providing 2G and 3G mobile services in Sri Lanka.
During the year, the company entered into agreement with Microsoft to offer software and services for the Small and Medium Business (SMB) market in India and to offer Microsoft's latest Windows Mobile 5.0 technology to its customer. They entered into agreement with Google to offer search services on Airtel Mobile. Also, they entered agreement with Adani Group to connect Mundra Port and Special Economic Zone and with IBM to deliver India's first 'Service Delivery Platform'.
In July 2006, the company launched 'Airtel Mega' Fixed Wireless Phone (FWP) services. In September 14, 2006, they acquired 43,750 thousand shares of Bharti Hexacom Ltd for an aggregate consideration of Rs 875,000 thousand thereby increasing their stake from 68.5% to 68.89%.
In December 2006 the company announced their foray into USA with the launch of Airtel CallHome service for Non-Resident Indians. In March 2007, they introduced BlackBerry 8800TM business phone. In April 3, 2007, Bharti Airtel (Singapore) Pvt Ltd, Singapore, was incorporated for providing Voice Interconnection, Prepaid International Calling Services, International Private Leased Circuits and VSAT Trading.
During the year 2007-08, Bharti Airtel Services Ltd (erstwhile Bharti Comtel Ltd), the wholly owned subsidiary of the company, sold their entire shareholding in Bharti Telemedia Ltd to the company and Bharti Enterprise Ltd in the ratio of 40% and 60%, respectively. The company acquired 2% stake in a subsidiary of IFFCO Ltd called IFFCO Kissan Sanchar Ltd at a consideration of Rs 50,125 thousand. Also, they invested USD 1,200 thousand towards 1,200 thousand shares, of Bridge Mobile Pte Ltd, Singapore (Bridge Mobile).
During the year, the company entered into a joint venture agreement with Vodafone Essar Ltd and Idea Cellular Ltd and formed an independent tower company namely, Indus Towers Ltd for providing passive infrastructure services in 16 circles of India.
In September 7, 2007, the company acquired 49% of the equity in Bharti Aquanet Ltd, India, at a consideration of Rs 159,549 thousand making Bharti Aquanet Ltd a 100% subsidiary of the company. In September 28, 2007, they acquired 100% of the equity in Network i2i Ltd, Mauritius, at a consideration of USD 133,400 thousand.
In October 1, 2007, the company incorporated a new company namely, Bharti Airtel Holding (Singapore) Pte Ltd in Singapore as an investment holding company of the company. In January 2008, the company transferred the passive telecom infrastructure business of the company to Bharti Infratel Ltd.
During the year 2008-09, the company made their foray into media and television by redefining home entertainment with Airtel digital TV. They launched their virtual calling card service 'Airtel CallHome' in UK, Singapore and Canada. The service is targeted at the huge Indian Diaspora, Non-Resident Indians (NRIs) and Indian students in these markets.
The company launched their mobile services in Sri Lanka under the Airtel brand. They expanded their footprint by launching their Mobile Services in Lakshadweep. They also launched VeriSign Identity Protection (VIP) Services for their enterprise customers in India in partnership with VeriSign.
In February 19, 2009, the company increased their stake in Bharti Hexacom Ltd by 1.11% through acquisition of 2,780,306 equity shares for an aggregate consideration of Rs 166,818 thousand. In March 4, 2009, the company subscribed 1,470,000 equity shares (49% stake) in Bharti Teleports Ltd for an aggregate consideration of Rs. 14,700 thousand.
In October 2009, the company launched live mobile comic service on their mobile entertainment portal, Airtel Live. In October 23, 2009, they acquired an additional 55% equity stake in their subsidiary, Bharti Telemedia Ltd for a consideration of Rs 7.38 crore. Consequently, the total equity interest of the company in Bharti TelemediaLtd increased to 95%.
In January 12, 2010, the company agreed to acquire 70% stake in Warid Telecom, Bangladesh, a wholly owned subsidiary of the Dhabi Group. Warid Telecom is offering mobile services across all the 64 districts of Bangladesh. As of January 2010, the company had an aggregate of over 131 million customers in South Asia, including 121.7 million mobile customers in India.
In March 11, 2010, the company made their debut into Media & Entertainment with the launch of the Airtel Digital Media Business. With this, the company is able to offer Content Delivery Solutions for media and entertainment sector.
In June 2010, the company acquired Zain Group's mobile operations in 15 countries across Africa for an enterprise valuation of USD 10.7 billion. With this, the company has become the first Indian brand to go truly global with a footprint that covers over 1.8 billion people. Also, the company has become a major Indian MNC with operations in 18 countries across Asia and Africa with a customer base of over 180 million.
During the year 2010-11, the company introduced a completely new, fresh and vibrant brand logo and identity.Apart from India and Sri Lanka, the brand also started to offer its services to consumers in Bangladesh making the Company a powerhouse across South Asia. Across the seas, the Company established a strong presence in the 16 countries across the African continent.
During the year, Airtel won the 'Most Preferred Cellular Service Provider Brand' award in the CNBC Awaaz Consumer Awards 2010 for the 6th year in a row. The CNBC Awaaz Consumer Awards were based on an extensive consumer survey done by Nielsen, wherein the customers rated brands across different categories which delivered true value for money.
During the year, the company launched 3G Services in 9 of 13 circles with 3G spectrum, empowering all 3G customers to manage their data usage and avoid 'bill shock' with proactive, personalised and timely data usage alerts coupled with introduction of easy-to-understand intuitive tariffs with personalised data usage limits.
They launched various new and innovative products and services, such as airtel money, airtel call manager, airtel voice blog, airtel world SIM, Live Aarti, LearnNext, IPTV, airtel broadband TV, Unified Service Management Centre (uSMC), Global Data Services, airtel digital TV recorder, MAMO (My Airtel My Offer) and i-Care directly and through its subsidiaries, which enabled it to strengthen their leadership in an intensely competitive market.
During the year, the company launched their New Vision for India and South Asia 'By 2015, airtel will be the most loved brand, enriching the lives of millions' inspiring and directing all stakeholders for the next stage of growth. Also, they launched their vision for Africa 'By 2015 airtel will be the most loved brand in the daily lives of African people'.
In August 27, 2010, they acquired the 100% interest in Telecom Seychelles Ltd, a telecom operator of Seychelles, for an enterprise value of USD62 million. In September 2011, the company choose Ericsson India, Nokia Siemens Networks and Huawei Technologies as network partners to launch 3G Services in India. These partners will plan, design, deploy and maintain a 3G HSPA Network in Bharti Airtel 3G license circles.
In January 2011, the company and State Bank of India (SBI) entered into a Joint Venture (JV) agreement to make available banking services to India's unbanked millions. The newly formed entity, will harness the power of State Bank's strengths and airtel's mobile telephony to add value to the banking and financial services sector and empower millions of financially excluded in the country to enhance their livelihood and quality of life. The Joint Venture will become the Business Correspondent of SBI and offer banking products and services at affordable cost to the citizens in unbanked and other areas.
On 23 April 2013, Bharti Airtel announced that it had entered into a definitive agreement with the Warid Group (Warid) to fully acquire Warid Telecom Uganda.
On 2 May 2013, Bharti Airtel Holdings (Singapore) Pte. Limited (Bharti), a wholly owned subsidiary of Bharti Airtel, and Warid Group reached an agreement, wherein Bharti decided to acquire the entire remaining 30% equity stake of Warid in Airtel Bangladesh Limited. Earlier, Bharti had acquired 70% stake in Warid Telecom, Bangladesh in January 2010.
On 17 June 2013, Bharti Airtel announced that it had completed the allotment of 19.98 crore equity shares, representing 5% equity stake in the company, to private equity firm Qatar Foundation Endowment (QFE). On 3 May 2013, Bharti and QFE had announced a binding agreement for preferential allotment of Bharti Airtel shares to QFE.
On 4 July 2013, Bharti Airtel announced that it has subscribed to an additional 2% equity share capital in all the four India BWA entities of Qualcomm AP that hold BWA licenses in Delhi, Mumbai, Haryana and Kerala. Post the transaction, all the four India BWA entities became subsidiaries of Bharti Airtel. On 24 May 2012, Bharti Airtel and Qualcomm announced an agreement under which Bharti acquired 49% interest in Qualcomm AP's India entities that hold BWA licenses in Delhi, Mumbai, Haryana and Kerala.
On 5 November 2013, Bharti Airtel announced that it had entered into a definitive agreement with Warid Group to fully acquire Warid's Brazzaville operations.
On 10 December 2013, Bharti Airtel and Reliance Jio Infocomm Limited announced a comprehensive telecom infrastructure sharing arrangement to utilise each other's infrastructure i.e. optic fibre, submarine cable networks, towers and internet broadband services.
On 13 February 2014, Bharti Airtel announced that it had acquired 115.0 MHz spectrum for a total consideration of Rs 18530 crore in a spectrum auction conducted by the Government of India.
On 19 February 2014, Bharti Airtel announced that it had crossed the 200 million mobile subscribers mark in India.
On 2 April 2014, Bharti Airtel announced that it had selected IBM to manage the IT infrastructure and applications for its operations in India for five years.
On 9 July 2014, Bharti Airtel announced an agreement with Helios Towers Africa (HTA), the leading independent telecoms towers company in Africa, for the divestment of over 3,100 telecoms towers in four countries across Airtel's African operation to HTA.
On 7 August 2014, Bharti Airtel announced the successful completion of the Offer For Sale (OFS) of 85 million shares of its subsidiary Bharti Infratel Limited for a total consideration of over Rs 2100 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel came down to 74.86%.
On 1 September 2014, Bharti Airtel announced the signing of a definitive agreement with Essar Telecommunications Kenya Limited, which operates under the brand name yuMobile', to acquire over 2.7 million subscribers of yuMobile.
On 24 November 2014, American Tower Corporation and Bharti Airtel Limited announced that they have entered into a definitive agreement for the sale of over 4,800 of Airtel's communications towers in Nigeria. Airtel will be the anchor tenant on the portfolio under a lease with a ten-year initial term.
On 15 December 2014, Bharti Airtel inked an agreement with IHS Holding Limited for sell and lease back of over 1100 towers from IHS in Zambia and Rwanda under a 10-year renewable contract.
On 26 February 2015, Bharti Airtel offloaded 55 million shares of its subsidiary Bharti Infratel through a secondary share sale in the stock market for a total consideration of Rs 1925 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 71.9%.
On 3 March 2015, Bharti Airtel announced a strategic collaboration with China Mobile to share network and product best practices and technical learnings and work together for standards and products to accelerate commercialisation of LTE and evolving 4.5G/5G technologies. The two companies also decided to work towards shaping up a joint strategy for procurement of devices that include Mifi, smart phones, data cards, LTE CPEs and USIM.
On 26 March 2015, Bharti Airtel announced that it had acquired 111.6 MHz of prime spectrum across 900 MHz, 1800 MHz and 2100 MHz bands for a total consideration of Rs 29130 crore in a spectrum auction conducted by the Government of India.
On 16 May 2015, Bharti Airtel announced that it had received financing commitments of up to USD 2.5 Billion from China Development Bank and Industrial and Commercial Bank of China at about nine-years in average maturity.
On 26 August 2015, Bharti Airtel announced that it has signed a definitive agreement to acquire 100% equity stake in Augere Wireless Broadband India Pvt. Ltd., which holds 20 MHz of BWA Spectrum in the telecom circle of Madhya Pradesh and Chhattisgarh.
On 30 November 2015, Bharti Airtel announced that it would invest Rs 60,000 crore over 3 years on a comprehensive network transformation program named Project Leap.
On 13 January 2016, Orange, one of the world's leading telecommunications operators, signed an agreement with Bharti Airtel International (Netherlands) BV, a subsidiary of Bharti Airtel, to acquire Airtel's operations in Burkina Faso and Sierra Leone.
On 28 January 2016, Axiata Group Berhad (Axiata) and Bharti Airtel signed a Definitive Agreement to merge their respective telecommunication subsidiaries in Bangladesh; namely, Robi Axiata Limited (Robi) and Airtel Bangladesh Limited (Airtel).
On 23 February 2016, Bharti Airtel, Kotak Mahindra Bank Limited (KMBL) and Airtel M Commerce Services Limited (AMSL) signed the Share Subscription and Shareholders Agreement, wherein, KMBL agreed to acquire 9,83,82,022 equity shares aggregating to Rs 98.38 crores in cash, representing 19.90% of the paid-up capital of AMSL.
On 16 March 2016, Bharti Airtel entered into a definitive agreement with Videocon Telecommunications Limited (VTL) to acquire rights to use 2 x 5 MHz spectrum in the 1800 MHz Band 2013 for six circles, namely, Bihar, Haryana, Madhya Pradesh, UP (East), UP (West) and Gujarat from VTL for an aggregate consideration of Rs 4428 crore.
On 8 April 2016, Bharti Airtel and its subsidiary, Bharti Hexacom Limited entered into definitive agreements with Aircel Limited and its subsidiaries Dishnet Wireless Limited and Aircel Cellular Limited (together Aircel) to acquire rights to use 20 megahertz (MHz) 2300 Band 4G TD spectrum for eight circles namely, Tamil Nadu (including Chennai), Bihar, Jammu & Kashmir, West Bengal, Assam, North East, Andhra Pradesh and Orissa at an aggregate consideration of Rs 3500 crore.
Reserve Bank of India on 11 April 2016 granted payments bank license to Airtel M Commerce Services Limited (AMSL), a subsidiary of Bharti Airtel.
On 5 May 2016, Bharti Airtel International (Netherlands) BV, a subsidiary of Bharti Airtel, and Helios Towers Africa (HTA), an independent telecoms towers company in Africa, announced an agreement for the divestment of approximately 950 telecoms towers in the Democratic Republic of Congo (DRC) from Airtel to HTA.
On 14 June 2016, Singapore Telecommunications and Bharti Airtel announced a strategic alliance to provide seamless high speed data connectivity to global enterprises under one network.
On 6 October 2016, Bharti Airtel announced that it had acquired 173.8 Mhz spectrum across 1800/2100/2300 MHz bands for a total consideration of Rs 14244 crore in a spectrum auction conducted by the Department of Telecom, Government of India.
On 20 December 2016, Bharti Airtel announced that its subsidiary Network i2i Ltd. has entered into a definitive agreement with Orascom Telecom Media and Technology Holding S.A.E (Orascom) to acquire Orascom's entire equity stake in Middle East North Africa Company Submarine Cable Systems S.A.E (MENA-SCS). MENA - SCS owns and operates a submarine cable network between India and Europe covering Middle East, with options to extend the network to Africa.
On 12 January 2017, Airtel Payments Bank, a subsidiary of Bharti Airtel, announced the commencement of national operations with services in all 29 states of India.
On 22 February 2017, Bharti Airtel announced that it has, through its subsidiary Bharti Airtel Services, acquired a strategic equity stake in Seynse Technologies Pvt. Ltd., a Financial Technology (FinTech) company.
On 23 March 2017, Bharti Airtel announced that it has entered into a definitive agreement with Tikona Digital Networks (Tikona) to acquire Tikona's 4G Business including the Broadband Wireless Access ('BWA') spectrum and 350 sites, in five telecom circles.
On 28 March 2017, Bharti Airtel pared its stake in its subsidiary Bharti Infratel by selling over 190 million shares Bharti Infratel representing 10.3% stake to a consortium of funds advised by KKR and Canada Pension Plan Investment Board (CPPIB) for a total consideration of over Rs 6193.90 crore. The deal was executed at Rs 325 per Bharti Infratel share. Following the closure of this transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 61.7%.
On 10 July 2017, Bharti announced plans to invest up to Rs 2000 crore over 3 years under Project Next - its digital innovation program aimed at transforming customer experience across all of its services and touch points. Project Next complements Airtel's massive investments towards building a future ready network under Project Leap.
On 12th October 2017, Bharti Airtel and Tata Group entered into an agreement to merge Consumer Mobile Businesses (CMB) of Tata Teleservices Limited (TTSL) and Tata Teleservices Maharashtra Limited (TTML) with Bharti Airtel. As part of the Agreement, Bharti Airtel will absorb Tata CMB's operations across the country in nineteen circles (17 under TTSL and 2 under TTML).
On 16 November 2017, Bharti Airtel announced the launch of two new Android powered 4G smartphones at the price of a feature phone in partnership with Karbonn Mobiles. The launch is part of Airtel's Mera Pehla Smartphone' initiative, which is aimed at enabling every Indian to buy a 4G smartphone and get on to the digital superhighway.
On 12 December 2017, Bharti Airtel and Warburg Pincus, a global private equity firm focused on growth investing, announced that an affiliate of Warburg Pincus will acquire up to 20% equity stake in Bharti Telemedia, the DTH arm of Bharti Airtel, for approximately $350 million. Of this, 15% stake will be sold by Bharti Airtel and the balance by another Bharti entity which holds 5% stake. Upon closing of the transaction, Bharti Airtel will own an 80% equity stake in Bharti Telemedia.
During FY2019, the company has approved the issuance of upto 1,133,591,075 Equity Shares of face value of Rs 5/- each by way of rights issue at a price of Rs 220 per rights equity share (including a premium of Rs 215 per rights equity share) aggregating up to Rs 249,390.04 million on a rights basis to the eligible equity shareholders in the ratio of 19 rights equity shares for every 67 equity shares held by the eligible equity shareholders on the record date, that is, 24 April 2019. The issue was opened on 03 May 2019.
As on 31 March 2019, your Company has 101 subsidiaries, 7 associate companies and 8 joint ventures.
During FY 2018-19, Bharti Airtel Holding (Mauritius) Limited, Airtel Africa Mauritius Limited, Bharti Airtel Overseas (Mauritius) Limited, Airtel Africa Limited, Airtel Mobile Commerce Nigeria B.V., Airtel Mobile Commerce Congo B.V., Airtel Mobile Commerce (Seychelles) B.V., Airtel Mobile Commerce Madagascar B.V., Airtel Mobile Commerce Kenya B.V., Airtel Mobile Commerce Rwanda B.V., Airtel Mobile Commerce Malawi B.V., Airtel Mobile Commerce Uganda B.V., Airtel Mobile Commerce Tchad B.V, Airtel Mobile Commerce Zambia B.V. became Subsidiaries of the company.
During FY 2018-19, Bharti Airtel Burkina Faso Holdings B.V., Africa Towers Services Limited, Tigo Rwanda Limited ceased to be subsidiaries of the company.
During the FY 2019-20, the company has 1,133,591,075 equity shares of face value of Rs 5/- each on 24 May 2019 pursuant to Rights Issue aggregating to Rs 5,667,955,375.
The company also allotted 9,70,668 equity shares of face value of Rs 5/- each on 26 July 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') and the Company and their respective shareholders and creditors, aggregating to Rs 4,853,340/- to the equity shareholders of TTML.
The company also allotted 10, 10% fully paid-up redeemable, non-participating, noncumulative preference Shares of face value of Rs 100/- each on 26 July 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') aggregating to Rs 1000/- to the Preference shareholders of TTML.
The company also allotted 487, 10% fully paid-up redeemable, non-participating, non-cumulative preference shares of face value of Rs 100/- each on 26 July 2019, pursuant to composite scheme of arrangement among Tata Teleservices Limited (TTSL'), Bharti Hexacom Limited and the Company and their respective shareholders and creditors, aggregating to Rs 48,700 to equity share holders, CCPS holders and OCPS holder of TTSL.
Further in the FY2020,the company also allotted 323,595,505 equity shares of face value of Rs 5/- each on 15 January 2020 pursuant to Qualified Institutions Placement aggregating to Rs 1,617,977,525.
During the year 2020, the scheme of amalgamation between Bharti Digital, a wholly-owned subsidiary company and the Company became effective on May 29, 2019 pursuant to which Bharti Digital has been amalgamated with the Company.
During the year 2020, the Company acquired consumer mobile business of TTML and TTSL under the TTML Scheme and TTSL Scheme, was made effective from July 01, 2019. The scheme of arrangement between the Company and Telesonic, a subsidiary company and their respective shareholders and creditors for the transfer of optical fibre cable business of the Company to Telesonic, has become effective on August 03, 2019.
The Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated May 31, 2019 had sanctioned the Scheme of Amalgamation of Bharti Infratel Limited into and with Indus Towers Limited, which got filed with Registrar of Companies on November 19, 2020 i.e. the effective date of merger. Consequently, the Company's 53.51% shareholding in Bharti Infratel Limited was reduced to 36.73% in Indus Towers Limited (merged entity).
On December 2, 2020 and December 28, 2020, the Company acquired an additional stake of 4.93% and 0.06%, respectively, in the Indus Towers Limited, merged entity, increasing its equity stake from 36.73% to 41.73%. Accordingly, the Company owns 41.73% stake in Indus Towers Limited as on March 31, 2021.
As on March 31, 2021, Company had 108 subsidiaries, 7 associates and 6 joint ventures.
During FY 2020-21, Airtel Limited, Airtel Mobile Commerce DRC B.V., Airtel Mobile Commerce Gabon B.V., Airtel Mobile Commerce Niger B.V., Airtel Money Kenya Limited, Network i2i (UK) Limited, The Airtel Africa Employee Benefit Trust, Airtel Digital Services Holdings B.V., Airtel Africa Services (UK) Limited became subsidiaries of the Company and Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited became Joint Ventures of the Company.
During FY 2020-21, Africa Towers N.V., Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited ceased to be subsidiaries and Seynse Technologies Private Limited ceased to be associate of the Company.
Upon approval of Hon'ble National Company Law Tribunal and the Department of Telecommunications, the Composite scheme of arrangement between Bharti Airtel Limited, Bharti Airtel Services Limited, Hughes and HCIL Comtel Private Limited and their respective shareholders and creditors has become effective on January 04, 2022 and VSAT Undertaking of the Company and Bharti Airtel Services Limited stands transferred and vested into Hughes and HCIL Comtel Private Limited, respectively (on a going concern basis) by way of a slump sale with effect from January 04, 2022.
The Company announced a new corporate structure on April 14, 2021 to sharpen its focus on driving the rapidly unfolding digital opportunity in India while enabling it to unlock value. The Board of Directors on April 14, 2021, had approved the composite scheme of arrangement between the Company, Nettle Infrastructure Investments Limited, Airtel Digital Limited (ADL), Telesonic Networks Limited and Airtel Limited and their respective shareholders and creditors for amalgamation of Nettle Infrastructure Investments Limited, Airtel Digital Limited and Telesonic Networks Limited, wholly-owned subsidiaries with and into Bharti Airtel Limited and demerger of Telecom
Business Undertaking of Bharti Airtel Limited and vesting of the same with Airtel Limited, its wholly-owned subsidiary on a going concern basis.
As on March 31, 2022, Company had 108 subsidiaries, 7 associates and 6 joint ventures.
During year 2021-22 Bharti Airtel Ghana Holdings B.V. Limited, Airtel Ghana Limited, Airtel Mobile Commerce (Ghana) Limited ceased to be Joint Venture Companies and Tanzania Towers Limited, Madagascar Towers S.A., Malawi Towers Limited ceased to be subsidiaries of the Company.
During the financial year 2021-22, the Company acquired 33.33% stake in Hughes Communications India Private Limited. Further, it acquired 25% equity shares of Lavelle Networks Private Limited and accordingly, Hughes and Lavelle became associate companies of the Company during the financial year.
Bharti Airtel Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 27th Board's
Report of the Company's business and operations, together with audited financial
statements for the financial year ended March 31, 2022.
Company Overview
Bharti Airtel is one of the world's leading providers of
telecommunication services with operations in 17 countries across Asia and Africa. The
Company's diversified service range includes mobile, voice and data solutions, using
2G, 3G and 4G technologies. It provides telecom services under wireless and fixed line
technology, national and international long-distance connectivity, broadband services,
Digital TV and complete integrated telecom solutions to its enterprise customers. All
these services are rendered under a unified brand Airtel' either directly or
through subsidiary companies. Airtel Money (known as Airtel Payments Bank' in
India) extends the Company's product portfolio to further its financial inclusion
agenda and offers convenience of payments and money transfers on mobile phones over secure
and stable platforms in India, and across all 14 countries in Africa. The Company also has
investments in Tower Infrastructure pertaining to telecom operations through its joint
venture entity viz. Indus Towers Limited (Indus'). During FY 2021-22, the
Company acquired an additional stake of 4.76% and accordingly, its shareholding in Indus
stood at 46.49% as on March 31, 2022.
Financial Results
In compliance with the provisions of the Companies Act, 2013
(Act'), and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations'), the Company has prepared its
standalone and consolidated financial statements as per Indian Accounting Standards
(Ind AS') for FY 2021-22. The standalone and consolidated financial highlights
of the Company's operations for FY 2021-22 are as follows:
Standalone Financial Highlights
Particulars |
FY 2021-22 |
FY 2020-21 |
|
Rs Mn |
USD Mn* |
Rs Mn |
USD Mn** |
Gross revenue |
706,419 |
9,500 |
643,259 |
8,655 |
EBITDA before exceptional items |
355,984 |
4,787 |
286,502 |
3,855 |
Cash profit from operations |
231,421 |
3,112 |
183,387 |
2,467 |
Profit / (Loss) before tax |
(42,342) |
(569) |
(184,652) |
(2,484) |
Net income/(loss) |
(36,250) |
(487) |
(251,976) |
(3,390) |
(*1 USD = Rs 74.36 Exchange Rate for financial year ended March 31,
2022) (**1 USD = Rs 74.32 Exchange Rate for financial year ended March 31, 2021).
Consolidated Financial Highlights
Particulars |
FY 2021-22 |
FY 2020-21 |
|
Rs Mn |
USD Mn* |
Rs Mn |
USD Mn** |
Gross revenue |
1,165,469 |
15,673 |
1,006,158 |
13,538 |
EBITDA before exceptional items |
581,103 |
7,815 |
461,387 |
6,208 |
Particulars |
FY 2021-22 |
FY 2020-21 |
|
Rs Mn |
USD Mn* |
Rs Mn |
USD Mn** |
Cash profit from operations |
423,645 |
5,697 |
315,852 |
4,250 |
Profit / (Loss) before tax |
124,831 |
1,679 |
(144,882) |
(1,949) |
Net Income/ (Loss)# |
42,549 |
572 |
(150,835) |
(2,029) |
# This includes Net Income/(loss) for continuing and discontinuing
operations.
(*1 USD = Rs 74.36 Exchange Rate for financial year ended March 31,
2022) (**1 USD = Rs 74.32 Exchange Rate for financial year ended March 31, 2021).
The financial results and the results of operations, including major
developments, have been further discussed in detail in the Management Discussion and
Analysis Report.
Change in the Nature of Business
There was no change in nature of the business of the Company during the
financial year ended on March 31, 2022.
Update on impact of COVID-19
The COVID-19 pandemic, continued to be a global challenge, creating
disruption across the world. In the first three months of FY 2022, the second wave of the
pandemic overwhelmed India in all aspects. The Company has taken several steps to manage
this crisis, which have been detailed in the Management Discussion and Analysis Report
forming part of the Annual Report. This situation continues to evolve and is being closely
monitored to identify key risks and take immediate actions to minimise any potential
disruption from the pandemic to business. At the same time, the Company recognises its
critical role as a telecom operator in keeping its customers and nation connected in such
times.
The Company has constantly engaged with its people - with compassion,
resilience and focus to ensure that morale is high. Further, the Company has abided by
every safety and physical distancing norm and has been consistently communicating the same
to both its employees and customers. The Company has encouraged people to work from home
to ensure their safety and well-being. The Company stands in solidarity with the
Government of India and all citizens of India. The Company's efforts towards the
betterment of one and all will continue unabated.
Share Capital
During FY 2021-22, there was no change in the authorised share capital
of the Company and it stood at Rs 147,780,000,000 divided into 29,555,980,000 equity
shares of face value of Rs 5/- each and 1,000 preference shares of Rs 100/- each.
During FY 2021-22, the Company has alloted 392,287,662 partly paid-up
equity shares of face value of Rs 5/- each (Rs 1.25 per share paid on application) at a
premium of Rs 530/- per share (Rs 132.50 per share paid on application) on October 27,
2021, pursuant to Rights Issue.
Consequent to the aforesaid allotment, the paid-up share capital of the
Company has increased to Rs 27,950,495,917.50 divided into 5,492,027,268 equity shares of
face value of Rs 5/- each fully paid- up and 392,287,662 partly paid-up equity shares of
face value of Rs 5/- each (Rs 1.25 per share paid on application).
During the year under review, the Company has neither issued any shares
with differential voting rights nor issued any sweat equity shares.
Reserves
During the year, the Company has not transferred any amount to General
Reserve.
Dividend
Your Directors have recommended a final dividend of Rs 3/- per fully
paid-up equity share of face value of Rs 5/- each and a pro-rata final dividend of '0.75/-
per partly paid-up equity share of face value of Rs 5/- each with paid-up value of Rs
1.25/- each i.e. 60.00% of the paid-up value for FY 2021-22. The proposed final dividend
payout will amount to appox. Rs 16,770 Mn. The payment of final dividend is subject to the
approval of shareholders at the ensuing Annual General Meeting (AGM).
The record date for the purpose of payment of final dividend for the FY
2021-22, will be Tuesday, August 02, 2022.
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the shareholders. Your Company shall, accordingly make the payment of the final
dividend after deduction of tax at source.
Dividend Distribution Policy
As per Regulation 43A of the Listing Regulations, top 1,000 listed
companies are required to formulate a dividend distribution policy. Accordingly, the
Company had adopted the dividend distribution policy, which sets out the parameters and
circumstances to be considered by the Board in determining the distribution of dividend to
its shareholders and/or retaining profits earned by the Company. The Dividend Distribution
Policy is available on the Company's website at
https://assets.airtel.in/teams/simplycms/
web/docs/Dividend-Distribution-Policy-18052022.pdf.
Transfer of Amount to Investor Education and Protection Fund
Pursuant to the provisions of Section 124 of the Act read with the
relevant rules made thereunder, during FY 2021-22, the Company has transferred the
unpaid/unclaimed dividend amount of Rs 2.31 Mn, pertaining to final dividend for FY
2013-14 and interim dividend for FY 2014-15, to the Investor Education and Protection Fund
("IEPF") established by the Central Government. The details of unpaid and
unclaimed dividend amounts lying with the Company as on August 31, 2021 (date of last
Annual General Meeting) are available on the Company's website viz. https://
www.airtel.com.
Pursuant to the provisions of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the
shares on which dividend remains unpaid/ unclaimed for seven consecutive years or more
shall be transferred to the IEPF after giving due notices to the concerned shareholders.
Accordingly, the Company has also transferred 19,146 equity shares to the IEPF during FY
2021-22. The relevant details of equity shares transferred to IEPF are also available on
the Company's website https://www.airtel.com.
The shareholders whose unpaid dividend and/or shares have been
transferred to IEPF may reach out to the Company/ Registrar and Transfer Agent, to lodge
their claim for refund of the unpaid dividend/shares (as applicable) out of the IEPF. The
process for claiming the unpaid dividend/shares out of the IEPF, is also available on the
Company's website at https://www.airtel. in/about-bharti/equity/shares.
Deposits
The Company has not accepted any deposits and, as such, no amount of
principal or interest was outstanding as on the balance sheet closure date.
Debentures
During the year under review, the Company has redeemed 15,000
Series-II, 8.35% Listed, Unsecured, Rated, Redeemable, Non-Convertible Debentures having a
face value of Rs 1 Mn per debenture on April 20,2021. Accordingly, the Company does not
have any outstanding debenture as on March 31, 2022. Further, the Company has not issued
any debentures during the financial year 2021-22.
Significant Developments
Effectiveness of Composite Scheme of arrangement between the Bharti
Airtel Limited, Bharti Airtel Services Limited, Hughes Communications India Private
Limited (Hughes') and HCIL Comtel Private Limited and their respective
shareholders and creditors
Upon approval of Hon'ble National Company Law Tribunal and the
Department of Telecommunications, the Composite scheme of arrangement between Bharti
Airtel Limited, Bharti Airtel Services Limited, Hughes and HCIL Comtel Private Limited and
their respective shareholders and creditors under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, has become effective on January 04, 2022 and VSAT
Undertaking (as defined under the Scheme) of the Company and Bharti Airtel Services
Limited stands transferred and vested into Hughes and HCIL Comtel Private Limited,
respectively (on a going concern basis) by way of a slump sale with effect from January
04, 2022.
Withdrawal of Composite Scheme of Arrangement between Bharti Airtel
Limited, Nettle Infrastructure Investments Limited (Nettle'), Airtel Digital
Limited (ADL'), Telesonic Networks Limited (Telesonic') and Airtel
Limited and their respective shareholders and creditors and Approval of Composite Scheme
of Arrangement between Bharti Airtel Limited, Nettle and Telesonic and their respective
shareholders and creditors
The Board of Directors at its meeting held on April 14, 2021, had
approved the composite scheme of arrangement between the Company, Nettle Infrastructure
Investments Limited (Nettle'), Airtel Digital Limited (ADL'),
Telesonic Networks Limited (Telesonic') and Airtel Limited and their respective
shareholders and creditors under sections 230 to 232 and other applicable provisions of
the Act (Scheme'). Keeping in view the seminal telecom sector reforms package
announced by the Government of India and consequent simplification of licensing framework,
the Board of Directors, at its meeting held on January 4, 2022, decided to withdraw the
earlier Scheme and approve a modified one to leverage emerging opportunities offered by
Indian digital economy, unlock value and simplify the group structure.
Under the revised scheme, Nettle and Telesonic, wholly-owned
subsidiaries, will amalgamate with and into Bharti Airtel Limited.
As on the date of this report, the Scheme is subject to requisite
regulatory/statutory approvals and other closing conditions as specified in the draft
scheme.
Shifting of Registered Office
Pursuant to the Order of the Regional Director, New Delhi dated March
18, 2021, the Company shifted its registered office from NCT of Delhi to the State of
Haryana w.e.f. April 1, 2021.
Rights Issue
During the financial year, the Company had issued and allotted
392,287,662 partly paid-up equity shares of the Company on rights basis, in the ratio of 1
equity share for every 14 equity shares held, to eligible equity shareholders of the
Company at an issue price of Rs 535/- per fully paid-up equity share (including a premium
of Rs 530/- per equity share). An amount equivalent to 25% of the issue price viz. Rs
133.75 per equity share was received on application.
The funds raised by the Company through Rights Issue, have been
utilised for the objects stated in the Letter of Offer dated September 22, 2021.
Investment by Google International LLC
Airtel entered into a long-term, multi-year agreement with google to
accelerate the growth of India's digital ecosystem. Together, they will work to bring
best-in-class end-to-end products to serve customer needs, provide quality customer
experience, and bring their expertise to solve problems of affordability, access, and
digital inclusion. As part of this partnership, Google intends to invest up to USD 1 Bn,
as part of its Google for India Digitization Fund, which includes equity investment as
well as a corpus for potential commercial agreements, to be identified and agreed on
mutually agreeable terms over the course of the next five years. This deal is subject to
necessary regulatory approvals. The intimation dated January 28, 2022 submitted with the
stock exchanges in this regard is available on the Company's website at
https://assets.airtel.in/teams/simplvcms/web/docs/Outcome- Jan28BMfinal.pdf.
Capital Market Ratings
As on March 31, 2022, the Company was rated by two domestic rating
agencies namely CRISIL and India Ratings & Research Private Limited, and three
international rating agencies, namely Fitch Ratings, Moody's and S&P.
During the year ended March 31, 2022:
a) CRISIL upgraded its long term ratings of the Company from CRISIL AA
(Stable) to CRISIL AA+(Stable);
b) Short-term ratings were maintained at the highest end of the rating
scale at CRISIL A1+/ IND A1+; and
c) S&P and Moody's revised their outlook to BBB- (Stable) and
to Ba1 (Positive), respectively.
d) Fitch Ratings maintained the rating at BBB- (Negative).
Employee Stock Option Plan
As on March 31, 2022, the Company has two Employee Stock Options
(ESOP') schemes namely Employee Stock Option Scheme - 2001' and
Employee Stock Option Scheme - 2005'. Besides attracting talent, the ESOP
schemes also helps retain talent and experience to optimise the long-term interest for the
organisation. The HR and Nomination Committee administers and monitors the Company's
ESOP schemes.
Both the ESOP schemes are currently administered through Bharti Airtel
Employees Welfare Trust (ESOP Trust), whereby shares held by the ESOP Trust are
transferred to the employee, upon exercise of stock options as per the terms of the
Scheme.
Pursuant to the provisions of SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (ESOP Regulations'), a disclosure with respect
to ESOP Schemes of the Company as on March 31, 2022 is available on the Company's
website at https://www.airtel.in/about-bharti/eauity/results.
The Board in its meeting held on May 17, 2022, has approved the
revision in the ESOP Scheme 2005 inter-alia including increase in ESOP Pool by 27,460,136
options (i.e. upto 0.50% of the paid-up capital of the Company as on March 31, 2022),
subject to the approval of the shareholders in the AGM. The detailed explanatory statement
in this regard is annexed to the Notice of the ensuing AGM.
During the previous year, there were no material changes in the
aforesaid ESOP Schemes of the Company and the ESOP Schemes are in compliance with ESOP
Regulations. The certificate from Chandrasekaran Associates, Company Secretaries,
certifying that the schemes are implemented in accordance with the ESOP Regulations and
the resolutions passed by the members, is available for inspection by the members in
electronic mode.
Material changes and commitments affecting the financial position
between the end of financial year and date of report after the balance sheet date
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year and the date of this report.
Directors and Key Managerial Personnel Inductions, Re-appointments,
Retirements and Resignations
Pursuant to the provisions of the Companies Act, 2013, Ms. Chua Sock
Koong, Director of the Company, will retire by rotation at the ensuing AGM and being
eligible, offers herself for re-appointment. The Board recommends her re-appointment at
the ensuing AGM.
Mr. Gopal Vittal, the Managing Director & CEO of the Company, will
be completing his present term on January 31, 2023. The Board at its meeting held on May
17, 2022, based on the recommendation of the HR and Nomination Committee and subject to
the approval of shareholders, has re-appointed Mr. Gopal Vittal as Managing Director
designated as Managing Director & CEO of the Company for a further term of five years
w.e.f. February 01, 2023.
Pursuant to the provisions of Sections 149, 161 and other applicable
provisions of the Act and applicable provisions of Listing Regulations, the Board at its
meeting held on May 17, 2022, based on recommendation of the HR and Nomination Committee
and subject to the approval of the shareholders, has appointed Mr. Pradeep Kumar Sinha
(DIN: 00145126) and Mr. Shyamal Mukherjee (DIN: 03024803) as Independent Directors w.e.f.
May 18, 2022 to hold office for a term of five consecutive years i.e. upto May 17, 2027.
The Board recommends their appointment at the ensuing AGM. In the opinion of the Board
they possess requisite qualifications, experience, expertise, proficiency and hold high
standards of integrity.
The Company has received requisite notice(s) from a member under
Section 160 of the Companies Act, 2013 proposing their appointment as Independent
Directors.
Mr. Sunil Bharti Mittal, Chairman was reappointed for a further period
of five years w.e.f October 01, 2021, upon approval of the members at their 26th
AGM held on August 31, 2021.
During the financial year 2021-22, Ms. Nisaba Godrej (DIN: 00591503)
was appointed as an Independent Director on the Board with effect from August 4, 2021 to
hold office for a term of five consecutive years i.e. upto August 3, 2026. Her appointment
has been approved by the shareholders in the 26th Annual General Meeting of the
Company held on August 31, 2021. In the opinion of the Board she possesses requisite
qualifications, experience, expertise, proficiency and holds high standards of integrity.
Brief resume, nature of expertise, disclosure of relationship between
directors inter-se, details of directorships and committee membership held in other
companies of the Directors proposed to be appointed/re-appointed, along with their
shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36
of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
The details of Directors, Key Managerial Personnel (KMPs)
resigned/retired during the financial year 2021-22 are as under:
a) Mr. Craig Edward Ehrlich, Independent Director resigned w.e.f. the
close of business hours on August 03, 2021; and
b) Mr. Badal Bagri, Chief Financial Officer (India and South Asia)
resigned w.e.f. October 08, 2021.
In addition to the above, Mr. Shishir Priyadarshi tendered his
resignation as Independent Director w.e.f. October 31, 2022 (close of business hours) and
Mr. Manish Kejriwal will retire on September 25, 2022 (close of business hours), upon
completion of his second term as Independent Director of the Company. The Board places on
record its sincere appreciation for the valuable contribution made by the
outgoing/retiring Directors.
Based on the recommendation of Audit Committee and HR & Nomination
Committee, the Board has appointed Mr. Soumen Ray as Chief Financial Officer (India and
South Asia) (Key Managerial Personnel under the Act) of the Company w.e.f. December 21,
2021.
Save and except the above, there was no change in the Directors or KMPs
of the Company during the year under review.
Declaration by Independent Directors
The Company has received declarations from all Independent Directors of
the Company confirming that they continue to meet the criteria of independence, as
prescribed under Section 149 of the Act, rules made thereunder and Regulations 16 & 25
of the Listing Regulations. The Independent Directors have also confirmed that they have
complied with the Company's Code of Conduct.
Board Diversity and Policy on Director's Appointment and
Remuneration
The Board of Directors values the significance of diversity and firmly
believes that diversity of background gender, geographical region, expertise, knowledge
and perspectives, leads to sharper and balanced decision-making and sustainable
development. The Company has an eminent, high-performing and diverse board - comprising
27% Woman Directors. In terms of the requirement of Section 178 of the Act and Listing
Regulations, the Board of Directors has adopted a Policy on Nomination, Remuneration
and Board Diversity' on appointment and remuneration of Directors, Key Managerial
Personnel & Senior Management. The Policy includes, inter-alia, criteria for
appointment of Directors, KMPs, Senior Management Personnel and other covered employees,
their remuneration structure and disclosures in relation thereto.
Based on the recommendations of the of HR and Nomination Committee, the
Board of Directors, at its meeting held on May 17, 2022 reviewed and updated the aforesaid
Policy. The policy is aligned with global best practices & international standards and
includes the following features:
a) total Rewards Package for Managing Director & CEO and relevant
members of Senior Management is linked with sustainability targets and long term
performance of the Company.
b) deferred/variable remuneration (including Long Term incentive) of
Directors, KMPs and members of Senior Management is subject to malus/clawback arrangements
in the manner as specified in the Policy.
The revised policy is available on the Company's website at
https://assets.airtel.in/teams/simplycms/web/docs/BAL-policy-
on-nomination-remuneration-and-board-diversity.pdf.
Annual Board Evaluation and Familiarisation Programme for Board Members
The HR and Nomination Committee has put in place a robust framework for
evaluation of the Board, Board Committees and individual Directors, including Chairman.
During the reporting year, customised questionnaires were circulated, responses were
analysed and the results were subsequently discussed by the Board. Recommendations arising
from this entire process were deliberated upon by the Board for these to be used
constructively in order to enhance its overall effectiveness. A detailed disclosure on the
framework of Board evaluation including outcome and action plan has been provided in the
Report on Corporate Governance, which forms a part of the Integrated Annual Report.
A note on the familiarisation programme adopted by the Company for
orientation and training of the Directors and the Board evaluation process undertaken in
compliance with the provisions of the Act and the Listing Regulations is provided in the
Report on Corporate Governance, which forms a part of the Integrated Annual Report.
Board Committees and Meetings of the Board and Board-Committees
In compliance with the statutory requirements, the Company has
mandatory Committees viz. Audit Committee, HR and Nomination Committee, Corporate Social
Responsibility Committee, Risk Management Committee, and Stakeholders' Relationship
Committee. The Company has also established Operating Committees viz. Committee of
Directors and Airtel Corporate Council.
To sharpen Company's focus on Environmental, Social and Governance
agenda and long term stakeholder value creation, the Company constituted Environmental,
Social and Governance (ESG) Committee during the financial year.
In addition to the above, there are other Committees constituted for
special purposes/transactions in the areas of fund raising and restructuring like Special
Committee of Directors for Debt Fund Raising, Special Committee of Directors for
evaluation of stake in Indus Towers Limited, Special Committee of Directors to evaluate
re-organization of Business and Shareholding Structure etc.
All the recommendations made by the Committees of the Board, including
the Audit Committee, were accepted by the Board.
The Board of Directors met 11 times during the previous year. A
detailed update on the Board, its composition, governance of committees including detailed
charter, terms and reference of various Board Committees, number of Board and Committee
meetings held during FY 2021-22 and attendance of the Directors thereat, is provided in
the Report on Corporate Governance, which forms part of the Integrated Annual Report.
Subsidiary, Associate and Joint Venture Companies
As on March 31, 2022, your Company has 108 subsidiaries, 7 associates
and 6 joint ventures.
During the year under review Bharti Airtel Ghana Holdings B.V. Limited,
Airtel Ghana Limited, Airtel Mobile Commerce (Ghana) Limited ceased to be Joint Venture
Companies and Tanzania Towers Limited, Madagascar Towers S.A., Malawi Towers Limited
ceased to be subsidiaries of the Company.
During the financial year 2021-22, the Company acquired 33.33% stake in
Hughes Communications India Private Limited (Hughes'). Further, the Company has
acquired 25% equity shares of Lavelle Networks Private Limited (Lavelle')
pursuant to the Investment Agreement entered into between the Company and Lavelle.
Accordingly, Hughes and Lavelle became associate companies during the financial year.
Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5
of Companies (Accounts) Rules, 2014, a statement containing salient features of financial
statements of subsidiary, associate and joint venture companies in prescribed form AOC-1,
is annexed to the Consolidated Financial Statements of the Company which forms part of the
Annual Report. The said statement also provides the details of performance and financial
position of each subsidiary, associate and joint venture and their contribution to the
overall performance of the Company.
The audited financial statements of each subsidiary, associate and
joint venture companies are available for inspection at the Company's registered
office and at registered offices of the respective companies. The financial statements of
each of the subsidiary companies are also available on the Company's website at
https://www.airtel.com. A copy of the same will also be available electronically for
inspection by the members during the AGM.
The physical copies of annual financial statements of the subsidiary,
associate and joint venture companies will also be made available to the investors of the
Company and those of the respective companies upon request.
Auditors and Auditors' Report Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013,
Deloitte Haskins & Sells LLP were appointed as the Company's Statutory Auditors
by the shareholders in the AGM held on July 24, 2017, for a period of five years i.e. till
the conclusion of 27th AGM.
On the recommendation of the Audit Committee, the Board, in its meeting
held on May 17, 2022, subject to the approval of the shareholders, has recommended the
re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (firm
registration number 117366W-W100018) (Deloitte') as the Statutory Auditors of
the Company to hold office for a term of further five consecutive years i.e. from the
conclusion of ensuing 27th AGM till the conclusion of 32nd AGM.
Accordingly, the re-appointment of Deloitte as the Company's Statutory Auditors, is
placed for approval of the members at the ensuing AGM. The Company has received a
certificate from Deloitte to the effect that their reappointment, if made, shall be in
accordance with the provisions of Section 141 of the Act.
The Board has duly examined the Statutory Auditors' Report to the
financial statements, which is self-explanatory. Clarifications, wherever necessary, have
been included in the Notes to financial statements section of the Integrated Report.
As regards the comments under para i(a) of the Annexure B to the
Independent Auditors' Report regarding updation of quantitative and situation details
relating to certain fixed assets, the Company as per the program of physical verification
of fixed assets to cover all the items over a period of three years, conducted physical
verification of fixed assets during the quarter ended March 31, 2022. The Company is in
the process of updating quantitative and situation details relating to certain fixed
assets which were identified during the physical verification exercise. This same is
expected to be completed by December 2022.
As regards the comments under para i(c) of the Annexure B to the
Independent Auditors' Report regarding no physical verification of customer premises
equipment, bandwidth and certain assets due to their nature or location; the customer
premises equipment are located at subscriber's premises and physical check of the
equipment is generally not possible. As regards the comments under para i(d) of the
Annexure B to the Independent Auditors' Report regarding transfer of title deed in
the name of the Company, the ownership of these properties is transferred and vested in
the name of the Company through merger scheme. The Company is in the process of getting
the title deeds transferred in name of the Company. As regards to the comments under para
ix(d) of the Annexure B to the Independent Auditors' Report regarding fund raised on
short term basis used for long term purpose, the Company has used such funds as bridge
financing and is able to generate sufficient funds from long term sources to meet the
working capital requirement.
Further, the auditors have not reported any fraud u/s 143(12) of the
Act.
Internal Auditors and Internal Assurance Partners
The Company has in place a robust Internal Assurance Group (IAG), which
is led by the Chief Internal Auditor and ably supported by reputed independent firms i.e.
Ernst & Young LLP, Chartered Accountants and ANB & Co., Chartered Accountants as
the Internal Assurance Partners. The audit conducted by the Chief Internal Auditor and
Internal Assurance Partners is based on an internal audit plan, which is reviewed each
year by the Audit Committee in consultation with the IAG. These audits are based on risk
based methodology and, inter-alia, involve the review of internal controls and governance
processes, adherence to management policies and review of statutory compliances. The
Internal Assurance Partners share their findings on an ongoing basis for corrective
action.
The work of Internal Assurance Partners is coordinated by the internal
team lead by Chief Internal Auditor. This combination of our internal team and expertise
of reputed independent professional firms (Internal Assurance Partners) ensures
independence as well as effective value addition and protection
The Board, on the recommendation of the Audit Committee, has
re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered
Accountants as the Internal Assurance Partners for FY 2022-23.
Cost Auditors
The Board, on the recommendation of the Audit Committee had approved
the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for
the financial year ending March 31, 2022. The Cost Auditors will submit their report for
FY 202122 within the timeframe prescribed under the Companies Act, 2013 and rules made
thereunder.
The Board, on the recommendation of Audit Committee, has re-appointed
Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for FY
2022-23.
Cost Audit report for the FY 2020-21 did not contain any qualification,
reservation, disclaimer or adverse remark.
In accordance with the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration
payable to the Cost Auditors has to be ratified by the shareholders, the Board recommends
the same for approval by shareholders at the ensuing AGM.
Cost Records
Maintenance of cost records has been specified by the Central
Government under section 148(1) of the Companies Act, 2013 and the prescribed cost records
have been made and maintained by the Company.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder, the Board of Directors had appointed Chandrasekaran Associates, Company
Secretaries, as Secretarial Auditors for the financial year ended March 31, 2022. The
Secretarial Auditor has submitted their report, confirming, inter-alia, compliance by the
Company of all the provisions of applicable corporate laws and does not contain any
qualification, reservation, disclaimer or adverse remark.
The Secretarial Audit Report is annexed as Annexure A to the
Board's Report.
The Board, on the recommendation of Audit Committee, has re-appointed
Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditors of the
Company for FY 2022-23.
Sustainability Journey
During the year, ESG Committee was formed to sharpen focus towards
Environmental, Sustainability and Governance (ESG) agenda. The ESG Committee will provide
strategic guidance and oversight to the Company's progress on ESG targets,
initiatives and best practices. This will also include initiatives to respond to
challenges posed by climate change through sustainable business practices.
The Company firmly believes that the Information and Communication
Technology (ICT) plays an important role in helping the world move towards low carbon
economy, sustainability growth and community development. The Company's services
leverage the power of ICT by providing the people quality connectivity required to
function in an advancing world. The Company's business model is consistently growing
and thereby contributing to create an inclusive and empowered society. To continue to
achieve this objective, the Company is adopting best practices to include and integrate
sustainable practices in its strategies and operations. Keeping this in mind the
Integrated Annual Report presents both material financial and non-financial aspects our
performance.
The awareness of ESG priorities has become a necessity. At Airtel,
climate change is considered as one of the most critical growing ESG risk. The Company is
committed to reach net zero emissions by 2050, which is in line with Science-Based Target
Initiatives (SBTi) recommendations. The Company had undertaken the materiality assessment
exercise during last reporting year, to understand the environmental, social and
governance (ESG) issues that might impact our business.
The Company strives to provide long-term sustainable value to all its
stakeholders including customers, investors, employees, suppliers, network partners,
channel partners, government & regulatory bodies, communities and NGOs. Apart from
this, we stay customer-obsessed and innovation driven in this digital world.
The Company's sustainability initiatives towards topics that are
material to its stakeholders and to the Company, have also been reported on its website at
https://www.airtel.in/sustainability.
Corporate Social Responsibility
At Airtel, business success is notjust about profits and shareholder
returns. As a good corporate citizen, Airtel is committed to nation building through
impactful interventions. We have been actively undertaking community development
initiatives towards realization of a prosperous society by collaborating with diverse
stakeholders. Giving back to the very community that helps our business thrive and sustain
has been our priority since inception. Airtel has been an early adopter of CSR initiatives
and it established, Bharti Foundation the philanthropic arm of Bharti Enterprises back in
2000, with the objective of transforming the lives of children and youth by proactively
implementing and supporting programs in primary, secondary and higher education as well as
sanitation. Airtel and its subsidiaries have been working relentlessly with Bharti
Foundation and other NGOs since last two decades to pursue wider socio-economic and
cultural objectives and have always endeavoured to not just meet, but try and exceed the
expectations of the communities in which we operate.
Our subsidiaries in Africa are also committed in making a distinctive
and positive impact in the Continent with focus on education, health and wellbeing, and
disaster relief by partnering with governments and non-governmental organizations (NGOs)
and also by reaching out directly to individuals and communities to address their
socio-economic and environmental challenges.
While, in terms of applicable provisions of Section 135 of the
Companies Act, 2013, the Company was not obligated to contribute towards Corporate Social
Responsibility (CSR') activities during financial year 2021-22, the Company has
made voluntary CSR contribution of Rs 16.43 Mn during the financial year 2021-22 and also
contributed Rs 14.68 Mn to various other charitable institutions.
The direct subsidiaries of the Company have contributed Rs 324.38 Mn
and associates / joint venture entities have contributed Rs 356.29 Mn towards various CSR
activities, which is in addition to the voluntary CSR contribution of the Company under
Section 135 of Companies Act, 2013. In line with its commitment to address socio-economic
and environmental challenges, our subsidiaries in Africa spent approx. USD 2.2 Mn in the
previous financial year.
The above voluntary and other contribution reflects the Company's
commitment to pursue socio economic and cultural objectives for benefit of society at
large. The Company is committed to build its CSR capabilities on a sustainable basis and
undertake CSR activities as and when the opportunity arises.
As a good corporate citizen, Airtel is committed to nation building
through impactful interventions. Bharti Foundation, the philanthropic arm of Airtel, is a
strong and well governed institution, which undertakes programs towards uplifting
communities by supporting holistic education programs at multiple level. The funding to
Bharti Foundation is based on assessment of its requirements.
A detailed update on the CSR initiatives of the Company is provided in
the Corporate Social Responsibility Report, which forms part of this Integrated Report.
The CSR Committee of the Directors is in place in terms of Section 135
of the Companies Act, 2013. The details of CSR Committee including composition, terms of
reference etc. are provided in the Report on Corporate Governance, which forms part of
this Integrated Annual Report. The CSR Committee has formulated and recommended to the
Board, a CSR Policy outlining, inter-alia, CSR philosophy of the Company. The said policy
is available on the Company's website at https://assets.
airtel.in/teams/simplycms/web/docs/Bharti Airtel-Updated CSR Policy June2021.pdf.
The annual report on Corporate Social Responsibility u/s 135 of the
Companies Act, 2013 is annexed as Annexure B to the Board's Report.
Integrated Reporting
The Securities and Exchange Board of India ("SEBI") vide
circular no: SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 06, 2017, had recommended
voluntary adoption of Integrated Reporting' (IR) from 2017-18 by the top 500
listed companies in India. Airtel continues with its integrated reporting journey in the
current fiscal, aligning with its philosophy of being a highly transparent and responsible
corporate citizen. This is the Company's fifth Integrated Report, wherein it is
guided by the principles of International Integrated Reporting Framework developed by the
International Integrated Reporting Council ("IIRC"). The Board acknowledges its
responsibility for the integrity of the report and the information contained therein. The
report encompasses both financial and non-financial information to enable the Members to
take well informed decisions and have a better understanding of the Company's long
term perspective and value creation for all the stakeholders.
Business Responsibility & Sustainability Report
In accordance with the amended Regulation 34(2)(f) of Listing
Regulations read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10,
2021, the Company has voluntary adopted Business Responsibility & Sustainability
Reporting (BRSR) for the FY 2021-22, describing the initiatives taken by the Company from
environmental, social and governance perspective. In addition, the Company has also
prepared the Business Responsibility Report (BRR) for the FY 2021-22, which is available
on the website of the Company at www.airtel.com.
Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the year under review, is presented in a separate
section forming part of this Integrated Annual Report.
Corporate Governance Report
A detailed report on Corporate Governance, pursuant to the requirements
of Regulation 34 of the Listing Regulations, forms part of this Integrated Report.
A certificate from Deloitte Haskins & Sells LLP, Chartered
Accountants, the Statutory Auditors of the Company, confirming compliance of conditions of
Corporate Governance during FY 2021-22, as stipulated under the Listing Regulations, is
annexed as Annexure C to the Board's Report.
Statement containing additional information as required under Schedule
V of the Act
A statement containing additional information, as required under Clause
IV of Section II of Part II of Schedule V of the Companies Act, 2013, is provided in the
Report on Corporate Governance, which forms part of this Integrated Annual Report.
Risk Management
Risk management is embedded in Bharti Airtel's operating
framework. The Company believes that risk resilience is key to achieving long term
sustainable growth. To this effect, there is a process in place to identify key risks
across the group and prioritise relevant action plans to mitigate these risks.
To have sharper focus, the Company had constituted a Risk Management
Committee to focus on risk management including determination of company's risk
appetite, risk tolerance and regular risk assessments (risk identification, risk
quantification and risk evaluation) etc.
The Risk Management Framework is reviewed periodically by the Risk
Management Committee, which includes discussing the Management submissions on risks,
prioritising key risks and approving action plans to mitigate such risks.
The Company has duly approved Risk Management Policy. The objective of
this policy is to have a well-defined approach to risk. The policy lays down broad
guidelines for timely identification, assessment, and prioritisation of risks affecting
the Company in the short term and in the foreseeable future. The policy suggests framing
an appropriate response action for the key risks identified, so as to make sure that the
risks are adequately addressed or mitigated.
The Chief Risk Officer is responsible for assisting the Risk Management
Committee on an independent basis with a complete review of the risk assessments and
associated management action plans.
Operationally, risk is being managed at the top level by the Management
Boards in India and South Asia and at the operating level by Executive Committees of
circles in India and operating companies in the international operations.
Detailed discussion on risk management forms part of the Management
Discussion and Analysis under the section Risks and Concerns', which forms part
of this Integrated Annual Report. At present, in the opinion of the Board of Directors,
there are no risks which may threaten the existence of the Company.
Internal Financial Controls and their Adequacy
The Company has established a robust framework for internal financial
controls. It has in place adequate controls, procedures and policies, ensuring orderly and
efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of reliable financial
information. During the year, such controls were assessed and no reportable material
weaknesses in the design or operation were observed.
Your Board reviews the internal processes, systems and the internal
financial controls and accordingly, the Directors' Responsibility Statement contains
a confirmation as regards adequacy of the internal financial controls. Assurances on the
effectiveness of Internal Financial Controls is obtained through management reviews,
self-assessment, continuous monitoring by functional heads as well as testing of the
internal financial control systems during the course of audits. We believe that these
systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.
Compliance Management
The Company has in place a robust automated Compliance Framework based
on the global inventory of all applicable laws and compliance obligations, which are
regularly monitored and updated basis the changing requirements of law. Proactive
automated alerts are sent to compliance owners to ensure compliance within stipulated
timelines. The compliance owners certify the compliance status which is reviewed by
compliance approvers and a consolidated dashboard is presented to the respective Business
Leaders and the Managing Director & CEO. A certificate of compliance of all applicable
laws and regulations along with exceptions report and mitigation plan, if any, is placed
before the Audit Committee and Board of Directors on a quarterly basis. Additionally, the
Company has centralised automated tool in place viz. Notice Management System to regularly
monitor and update the legal notices and court cases.
Other Statutory Disclosures
Vigil Mechanism
Bharti Airtel has adopted a Vigil Mechanism/Whistle Blower Policy which
forms part of Code of Conduct of the Company. It outlines the method and process for
stakeholders to voice genuine concerns about unethical conduct that may be in actual or
threatened breach with the Company's Code of Conduct. The Policy is available on the
Company's website at https://assets.
airtel.in/teams/simplycms/web/docs/Code-of-Conduct-2022. pdf.
A brief note on the highlights of the Whistle Blower Policy and
compliance with Code of Conduct including the changes to map it with global best practices
is also provided in the Report on Corporate Governance, which forms part of the Integrated
Annual Report.
Annual Return
In terms of Section 92(3) read with Section 134(3(a) of the Act and
rules thereto, the Annual Return of the Company in Form MGT - 7 for the financial year
ended on as on March 31, 2022 in accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014, is available on the Company's
website at https://www. airtel.in/about-bharti/equity/results. The Annual Return will be
electronically submitted to the Registrar of Companies within the timelines prescribed
under the Act.
Prevention of Sexual Harassment at Workplace
In compliance with Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has an Internal Complaints Committee for
providing a redressal mechanism pertaining to sexual harassment of employees at workplace
and any such incident can be reported to the Internal Complaints Committee. Details
regarding the policy, including the details of the complaints received and disposed off,
are provided in the Report on Corporate Governance and Business Responsibility &
Sustainability Reporting, which form part of this Integrated Annual Report.
Significant and Material Orders
During the financial year 2021-22, there are no significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and the Company's operations in the future.
Particulars of Loans, Guarantees and Investments
In compliance with the provisions of the Act and Listing Regulations,
the Company extends financial assistance in the form of investment, loan, guarantee etc.
to its subsidiaries, from time to time in order to meet their business requirements.
Further, the Company or any of its subsidiary has not extended any financial assistance to
promoter or promoter group entities which has been written off during last 3 years.
Particulars of loans, guarantees and investments form part of Note no.
9, 22 and 7 respectively to the standalone financial statements provided in this
Integrated Annual Report.
The Company is in the business of providing telecom services (wireless
telecommunications activities) and accordingly is covered under the definition of
infrastructure facilities' in terms of Section 186 read with Schedule VI of the
Act.
Related Party Transactions
A detailed note on the procedure adopted by the Company in dealing with
contracts and arrangements with related parties is provided in the Report on Corporate
Governance, which forms part of the Integrated Annual Report.
During the financial year 2021-22, the Company has entered into
material related party transaction with Indus Towers Limited (Joint venture entity) as per
the amended Listing Regulations, pursuant to the shareholder's approval at the
Extra-ordinary General Meeting held on February 26, 2022. Necessary disclosure in form
AOC-2 with respect to the aforesaid transactions, is given in Annexure D of the
Board's Report. Save and except the above, the Company has not entered into any other
arrangement/ transaction with related parties which could be considered material in
accordance with the Company's Policy on Related Party Transactions, read with the
Listing Regulations, during the year under review. Further, all arrangements/transactions
entered into by the Company with its related parties during the year under review, were in
the ordinary course of business and on an arm's length compliant terms.
In compliance with the requirement of Listing Regulations, names of
related parties and details of transactions with them have been included in Note no. 33 to
the financial statements provided in this Integrated Annual Report.
To align the Policy on the Related Party Transactions of the Company
with recent amendments in Listing Regulations, the Board at its meeting held on February
8, 2022, on the recommendations of Audit Committee, approved amendments in the said Policy
w.e.f. April 1, 2022. The updated Policy on the Related Party Transactions is available on
the Company's website at https://assets.airtel.in/teams/simplycms/web/docs/ RPT
Policy.pdf.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
The details of energy conservation, technology absorption and foreign
exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013,
read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as
Annexure E to the Board's report.
Particulars of Employees
Disclosures relating to remuneration of Directors u/s 197(12) of the
Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure F to the Board's Report.
Particulars of employee remuneration, as required under Section 197(12)
of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Integrated Annual
Report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the
Integrated Annual Report is being sent to the shareholders, excluding the aforementioned
information. The information will be available on the Company's website at
https://www.airtel.in/about-bharti/eauity/results and will also be available 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 AGM and a copy of the same will also be
available electronically for inspection by the members during the AGM. Any member
interested in obtaining such information may write to the Company Secretary at the
Registered Office of the Company.
Further, none of the Executive Directors of the Company received any
commission from the Company, hence, disclosure under Section 197(14) of the Companies Act,
2013 is not applicable for FY 2021-22.
Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013, the Directors, to
the best of their knowledge and belief, confirm that:
a) i n preparation of the annual accounts, the applicable accounting
standards had been followed, along with proper explanation relating to material
departures;
b) the Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis;
e) the Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively;
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Key initiatives with respect to stakeholder relationship, customer
relationship, environment, sustainability, health, safety and welfare of employees
The key initiatives taken by the Company with respect to stakeholder
relationship, customer relationship, environment, sustainability, health and safety are
provided separately under various Capitals in this Integrated Annual Report.
The Environment, Health and Safety Policy and Human Rights Policy are
available on the website of the Company at https://
www.airtel.in/sustainability-file/embedding-sustainability.
Compliance of Secretarial Standards
Pursuant to the provisions of Section 118 of the Act, during FY 2021-22
the Company has complied with the applicable provisions of the Secretarial Standards (SS-1
and SS-2) relating to Meetings of the Board of Directors' and General
Meetings' issued by the Institute of Company Secretaries of India and notified by
Ministry of Corporate Affairs.
Acknowledgements
The Board wishes to place on record their appreciation to the
Department of Telecommunications (DoT'), the Central Government, and State
Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in
the 14 countries in Africa, Company's bankers and business associates, for the
assistance, co-operation and encouragement extended to the Company.
The Directors regret the loss of lives due to COVID-19 pandemic and
extend their deep appreciation to the employees for their continuing support and
unstinting efforts in ensuring an excellent all-round operational performance, despite the
unprecedented challenges posed by the pandemic. The Directors would like to thank Bharti
Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their
support and contribution. We look forward to their continued support in future.
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