Airtel 2014 Annual Report Download - page 58

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Annual Report 2014-15
56
To,
The Members,
Bharti Airtel Limited
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to good
corporate practices by Bharti Airtel Limited (hereinafter
called the Company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the
corporate conducts/ statutory compliances and expressing
our opinion thereon.
Based on our verification of the Company’s books, papers,
minute books, forms and returns filed and other records
maintained by the Company and also the information
provided by the Company, its officers, agents and authorised
representatives during the conduct of secretarial audit, we
hereby report that in our opinion, the Company has, during the
audit period covering the financial year ended on March 31,
2015 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms
and returns filed and other records maintained by the
Company for the financial year ended on March 31, 2015
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-
laws framed thereunder to the extent of Regulation 55A;
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2009;
d) The Securities and Exchange Board of India (Share
Based employee Benefits) Regulations, 2014;
e) The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008 ;
Not Applicable
f) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act
and dealing with client to the extent of securities
issued;
g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009; Not
Applicable
h) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998. Not
Applicable
(vi) The other laws, as informed and certified by the
management of the Company which are specifically
applicable to the Company based on their sectors/
industry are:
(a) The Indian Telegraph Act, 1885
(b) The Telecom Regulatory Authority of India Act,
1997 and Rules and Regulations made thereunder
(c) The Indian Wireless Telegraphy Act, 1933
We have also examined compliance with the applicable
clauses of the following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India - Not applicable for financial year
2014-15.
(ii) The Listing Agreements entered into by the Company
with National Stock Exchange of India Limited and BSE
Limited.
During the period under review the Company has generally
complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during
the period under review were carried out in compliance with
the provisions of the Act.
Secretarial Audit Report for the Financial Year Ended March 31, 2015 Annexure C