Board's Report
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Transformational Network Board’s Report Dear Members, Consolidated Financial Highlights (IGAAP) Your Directors have pleasure in presenting the 21st Board FY 2015-16 FY 2014-15 Report on the Company’s business and operations, together Particulars ` USD ` USD ZLWK DXGLWHG njQDQFLDO VWDWHPHQWV DQG DFFRXQWV IRU WKH Millions Millions* Millions Millions* njQDQFLDO\HDUHQGHG0DUFK Gross revenue 1,009,373 15,415 961,007 15,728 EBITDA before 378,133 5,775 356,978 5,872 Company Overview exceptional Bharti Airtel is among the top three mobile service providers items globally with presence in 20 countries, including India, &DVKSURǟWIURP 291,115 4,446 312,513 5,115 Sri Lanka, Bangladesh and 17 countries in the African operations continent. Earnings before 106,677 1,629 105,398 1,725 taxation 7KH &RPSDQ\šV GLYHUVLnjHG VHUYLFH UDQJH LQFOXGHV PRELOH Net Income / 44,566 680 46,208 756 voice and data solutions, using 2G, 3G and 4G technologies. (Loss) Its service portfolio comprises an integrated suite of telecom * 1 USD = `([FKDQJH5DWHIRUWKHnjQDQFLDO\HDUHQGHG0DUFK solutions to its customers, besides providing long-distance (1 USD = `([FKDQJH5DWHIRUWKHnjQDQFLDO\HDUHQGHG0DUFK connectivity in India, Africa and the rest of the world. The &RPSDQ\DOVRRNjHUV'LJLWDO79DQG,379VHUYLFHVLQ,QGLD Consolidated Financial Highlights (IFRS) $OOWKHVHVHUYLFHVDUHUHQGHUHGXQGHUDXQLnjHGEUDQGŠDLUWHOš FY 2015-16 FY 2014-15 either directly or through subsidiary companies. Particulars ` USD ` USD The Company also deploys and manages passive Millions Millions* Millions Millions* infrastructure pertaining to telecom operations through Gross revenue 965,321 14,742 920,394 15,064 its subsidiary, Bharti Infratel Limited, which also owns EBITDA before 341,902 5,222 314,517 5,148 42% of Indus Towers Limited. Together, Bharti Infratel and exceptional Indus Towers are the largest passive infrastructure service items providers in India. &DVKSURǟWIURP 289,152 4,416 285,280 4,669 operations Financial Results Earnings before 120,705 1,843 107,130 1,753 In compliance with the provisions of Companies Act, 2013 taxation and SEBI (Listing Obligations and Disclosure Requirements) Net Income / 54,842 838 51,835 848 Regulations, 2015, (Listing Regulations), the Company (Loss) KDV SUHSDUHG LWV VWDQGDORQH DQG FRQVROLGDWHG njQDQFLDO * 1 USD = `([FKDQJH5DWHIRUWKHnjQDQFLDO\HDUHQGHG0DUFK statements as per Indian Generally Accepted Accounting (1 USD = `([FKDQJH5DWHIRUWKHnjQDQFLDO\HDUHQGHG0DUFK Principles (IGAAP) for the FY 2015-16. In addition, the &RPSDQ\ KDV DOVR SUHSDUHG FRQVROLGDWHG njQDQFLDOV DV 7KHnjQDQFLDOUHVXOWVDQGWKHUHVXOWVRIRSHUDWLRQVLQFOXGLQJ per the International Financial Reporting Standards (IFRS). major developments have been further discussed in detail in 7KHVWDQGDORQHDQGFRQVROLGDWHGnjQDQFLDOKLJKOLJKWVRIWKH the Management Discussion and Analysis section. Company’s operations are as follows: Share Capital Standalone Financial Highlights (IGAAP) During the year, there was no change in the Company’s FY 2015-16 FY 2014-15 issued, subscribed and paid-up equity share capital. On March 31, 2016, it stood at ` 19,987 Mn, divided into Particulars ` USD ` USD 3,997,400,102 equity shares of ` 5/- each. Millions Millions* Millions Millions* Gross revenue 603,002 9,209 554,964 9,083 General Reserve EBITDA before 238,218 3,363 246,241 4,030 The Company has not transferred any amount to the General exceptional 5HVHUYHIRUWKHnjQDQFLDO\HDUHQGHG0DUFK items &DVKSURǟWIURP 202,628 3,095 232,150 3,799 Dividend operations <RXU 'LUHFWRUV KDYH UHFRPPHQGHG D njQDO GLYLGHQG RI Earnings before 100,398 1,533 156,553 2,562 ` 1.36 per equity share of ` 5 each fully paid-up (27.2 % of taxation IDFHYDOXH IRU)<7KHWRWDOnjQDOGLYLGHQGSD\RXW Net Income / 75,465 1,153 132,005 2,160 will amount to `0QH[FOXGLQJWD[RQGLYLGHQG7KH (Loss) SD\PHQW RI njQDO GLYLGHQG LV VXEMHFW WR WKH DSSURYDO RI * 1 USD = `([FKDQJH5DWHIRUWKHnjQDQFLDO\HDUHQGHG0DUFK shareholders in the Company’s ensuing Annual General (1 USD = `([FKDQJH5DWHIRUWKHnjQDQFLDO\HDUHQGHG0DUFK Meeting (AGM). 48 Annual Report 2015-16 40-125 Bharti Airtel Limited 02-39 | Corporate OverviewStatutory Reports 126-355 | Financial Statements The Register of Members and Share Transfer Books will Pursuant to the provisions of SEBI (Share Based remain closed from Saturday, August 13, 2016 to Friday, (PSOR\HH %HQHnjWV 5HJXODWLRQV (623 August 19, 2016 (both days inclusive) for the purpose of Regulations), a disclosure with respect to ESOP Schemes SD\PHQWRInjQDOGLYLGHQGIRUWKH)<LIGHFODUHGDW RI WKH &RPSDQ\ DV RQ 0DUFK LV DQQH[HG DV the ensuing AGM. $QQH[XUH $ to this report and has also been uploaded on the Company’s website at http://www.airtel.in/wps/wcm/ Transfer of amount to Investor Education and connect/c9e25993-5b80-4eb0-9874-37614225b876 Protection Fund $QQH[XUH3XUVXDQWWR(6235HJXODWLRQVSGI"02' $ Since the Company declared its maiden dividend in August JPERES&CONVERTTO=url&CACHEID=c9e25993-5b80- 2009 for FY 2008-09, no unclaimed dividend was transferred 4eb0-9874-37614225b876. to Investor Education and Protection Fund in the previous year. The aforesaid ESOP Schemes of the Company are in FRPSOLDQFH ZLWK WKH (623 5HJXODWLRQV $ FHUWLnjFDWH IURP Pursuant to the provisions of Investor Education and M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Protection Fund (Uploading of information regarding unpaid Statutory Auditors, with respect to the implementation of and unclaimed amounts lying with companies) Rules, 2012, the Company’s ESOP schemes, would be placed before the the Company has uploaded the details of unpaid and shareholders at the ensuing AGM. A copy of the same will unclaimed amounts lying with the Company as on August also be available for inspection at the Company’s registered 21, 2015 (date of last Annual General Meeting) on the RǎFH Company’s website www.airtel.com. Deposits 0DWHULDO FKDQJHV DQG FRPPLWPHQWV DǁHFWLQJ WKH ǂQDQFLDOSRVLWLRQEHWZHHQWKHHQGRIǂQDQFLDO\HDU The Company has not accepted any deposits and, as such, and date of report after the balance sheet date no amount of principal or interest was outstanding, as on the balance sheet closure date. 7KHUHZHUHQRPDWHULDOFKDQJHVDQGFRPPLWPHQWVDNjHFWLQJ WKHnjQDQFLDOSRVLWLRQRIWKH&RPSDQ\EHWZHHQWKHHQGRI Capital Market Ratings njQDQFLDO\HDUDQGGDWHRIWKLVUHSRUW As on March 31, 2016, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA and Directors and Key Managerial Personnel three international rating agencies, namely Fitch Ratings, Inductions, Re-appointments, Retirements & Resignations Moody’s and S&P. In line with the Company’s policy on Independent Directors, the term of Ms. Obiageli Ezekwesili ended on September 25, CRISIL and ICRA maintained their long-term ratings of the Company. Currently, they rate the Company at [CRISIL] AA+ 2015. Mr. Rajan Bharti Mittal resigned from the Company’s / [ICRA] AA+, with a stable outlook. Short-term ratings were Board w.e.f. January 07, 2016. The Board place on record maintained at the highest end of the rating scale at [CRISIL] its appreciation for help, guidance and contribution made by A1+ / [ICRA] A1+. the outgoing Directors during their tenure on the Board. Fitch, Moody’s and S&P also maintained the ratings at BBB-/ Mr. Rakesh Bharti Mittal was appointed as an Additional Non- Stable, BBB-/Stable and Baa3/Stable, respectively. ([HFXWLYH'LUHFWRURQWKH%RDUGZHI-DQXDU\DQG ZLOO KROG WKH RǎFH WLOO WKH GDWH RI HQVXLQJ $QQXDO *HQHUDO As on March 31, 2016, the Company was rated ‘Investment Meeting and is eligible for re-appointment. The Company has Grade’ with a ‘Stable’ outlook by all three international credit received requisite notice from a member under Section 160 rating agencies. of the Companies Act, 2013, proposing the appointment of 0U 5DNHVK %KDUWL 0LWWDO DV WKH &RPSDQ\šV 1RQ([HFXWLYH Employee Stock Option Plan Director, liable to retire by rotation. Accordingly, the Board At present, the Company has two Employee Stock Option recommends his appointment. (ESOP) schemes, namely Employee Stock Option Scheme 2001 and Employee Stock Option Scheme 2005. Besides Ms. Chua Sock Koong will retire by rotation at the attracting talent, these schemes also helped retain talent and HQVXLQJ$*0DQGEHLQJHOLJLEOHKDVRNjHUHGKHUVHOIIRUUH H[SHULHQFH7KH+5DQG1RPLQDWLRQ&RPPLWWHHDGPLQLVWHUV appointment. and monitors the Company’s ESOP schemes. Mr. Sunil Bharti Mittal, Chairman, will be completing his Both the ESOP schemes are currently administered through present term as Chairman of the Company on September Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby 30, 2016. On the recommendation of the HR and Nomination shares held by the Trust are transferred to employees, Committee, the Board in its meeting held on April 27, 2016, XSRQ H[HUFLVH RI VWRFN RSWLRQV DV SHU WKH WHUPV RI WKH subject to the approval of shareholders, has re-appointed 6FKHPHV'XULQJWKHnjQDQFLDO\HDUWKH&RPSDQ\ Mr. Sunil Bharti Mittal as Chairman of the Company for a has obtained approval of members through postal ballot, IXUWKHUWHUPRInjYH\HDUVZHI2FWREHU authorising the ESOP Trust to acquire the Company’s shares from secondary market, for implementation of ESOP %ULHI UHVXPH QDWXUH RI H[SHUWLVH GHWDLOV RI GLUHFWRUVKLSV Scheme 2005. Apart from the said change, there were no held in other companies of the Directors proposed to be other changes in the ESOP Schemes of the Company. appointed / re-appointed, along with their shareholding in Board’s Report 49 Transformational Network the Company, as stipulated under Secretarial Standard 2 Subsidiary, Associate and Joint Venture Companies and Regulation 36 of the Listing