Airtel 2012 Annual Report Download - page 81

79
BHARTI AIRTEL ANNUAL REPORT 2011-12
The Board of Directors
Bharti Airtel Limited
Bharti Crescent,
1, Nelson Mandela Road
Vasant Kunj, Phase II,
New Delhi – 110070
We have examined the registers, records and documents of Bharti Airtel Limited (the Company) for the financial year ended
31st March 2012 in the light of the provisions contained in-
• The Companies Act, 1956 and the Rules made thereunder.
• The Depositories Act, 1996 and the Rules made thereunder and the bye-laws of the Depositories who have been given
the requisite Certificates of Registration under the Securities and Exchange Board of India Act, 1992.
• The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder.
• The Securities and Exchange Board of India Act, 1992 and the Rules, Guidelines and Regulations made thereunder
including:
– The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
– The Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1992;
– The Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999.
• The listing agreement with the National Stock Exchange and with the Bombay Stock Exchange
A. Based on our examination and verification of the records made available to us and according to the clarifications and
explanations given to us by the Company, we report that the Company has, in our opinion, complied with the applicable
provisions of the Companies Act, 1956 and the rules made thereunder and of the various Acts and the Rules, Regulations
and Guidelines made thereunder, listing agreement as mentioned above and of the Memorandum and Articles of
Association of the Company, with regard to:
1. Maintenance of various statutory and non-statutory registers and documents and making necessary changes therein
as and when the occasion demands.
2. Filling with the Registrar of Companies the forms, returns and resolutions.
3. Service of the requisite documents by the Company on its members, registrar and stock exchanges.
4. Composition of the Board, appointment, retirement and resignation of directors.
5. Remuneration to directors.
6. Service of notice and agenda of Board meetings and meetings of the committee of directors.
7. Meeting of the Board and its committees.
8. Holding Annual General Meeting and production of the various registers thereat.
9. Recording the minutes of proceedings of board meetings, committee meetings and general meetings.
10. Appointment and remuneration of auditors.
11. The Company has declared dividend and paid to the eligible shareholders in compliance with the provisions of
Section 205 of the Act during the year.
12. Registration of transfer of shares held in physical mode.
13. Dematerialisation and Rematerialisation of shares.
14. Execution of contracts, affixation of common seal, registered office and the name of the Company.
Secretarial audit report