Annual Report 2005 2006
Annual Report 2005 2006
Dear Shareholders,                                                 The consolidated revenues and EBITDA for the year ended
 The directors are pleased to present the Annual Report             March 31, 2006 was Rs. 117,255 million and Rs. 42,250
 together with audited statement of accounts for the year           million respectively. The consolidated revenues and EBITDA
 ended March 31, 2006.                                              grew by 44% and 38% respectively for the year ended
                                                                    March 31, 2006.
 Overview
                                                                    The net finance cost for the year was Rs. 2,244 million as
 Bharti Airtel is one of India’s leading private sector providers   compared to Rs. 2,439 million for the corresponding period
 of telecommunication services, and was the first private player    previous year. The finance cost declined with the net debt
 to have an all India presence. The Company is the largest GSM      going up from Rs. 41,171million to Rs. 41,738 million. This
 mobile service provider in the country based on number of          has been made possible due to replacement of certain old
 customers. The Company had an aggregate of 20,925,948              borrowings by new borrowings at lower finance cost and
 customers as of March 31, 2006, consisting of 19,579,208           funding through networking capital movement. The increase
 Mobile and 1,346,740 Broadband & Telephone customers.              in absolute EBITDA along-with reduced finance cost during
 During the 2005-06 financial year, the Company crossed             the year resulted in the cash profit from operations for the
 certain key milestones, and maintained its position as one         year ended March 31, 2006 of Rs. 40,006 million as compared
 of the leading telecommunications services provider in India       to Rs. 28,219 million for the year ended March 31, 2005.
 by continuously innovating its strategy and augmenting its         Profit before tax for the year ended March 31, 2006 was Rs.
 operations.                                                        23,455 million, and the net profit was at Rs. 20,279 million
 Some of the key highlights include the following:                  leading to a net profit growth of 67% over the previous year
 z  The Company became India’s largest integrated private           and an earnings per share (basic) of Rs. 10.776.
    operator based on the total customer base;                      Net debt for the year ended March 31, 2006 was Rs. 41,738
 z  Highest ever net addition of 9,084,406 customers in a           million resulting in the net debt to EBITDA of 0.99 times and
    year;                                                           interest coverage ratio of 17.71 times.
 z  Full year consolidated gross revenues of Rs. 117.3 billion      II.   Financial highlights of Standalone Statement of
    (~US$ 2.63 billion) and consolidated EBITDA of Rs. 42.2               Operations of the Company (legal entity):
    billion (~US$ 947 million);
                                                                                                  (In Rs. Million, except ratios)
 z  Full year consolidated net profit of Rs. 20.3 billion (~US$
    455 million);                                                                                Year ended
 z      Year-on-year growth of total customer base by 77%            Particulars           March 31,     March 31,       Y-o-Y
        resulted in a 44% increase in revenues, 38% increase in                                2006          2005      Growth
        EBITDA and 67% growth in net profit.                         Gross Revenue           112,906        79,442         42%
 Financial Results and Results of Operations                         EBITDA                    40,786       29,940         36%
 I.     Financial highlights of Consolidated Statement of            Cash Profit from          38,530       27,481         40%
        Operations:                                                  Operations
                                 (In Rs. Million, except ratios)     Profit before             22,858       15,643         46%
                                Year ended                           Tax
     Particulars         March 31,      March 31,       Y-o-Y        Net Profit                20,121       12,107         66%
                             2006           2005      Growth
                                                                    Dividend
     Gross Revenue          117,255        81,558        44%        The directors believe that there are tremendous growth
     EBITDA                  42,250        30,658        38%        opportunities available to the telecom sector and the
     Cash Profit from        40,006        28,219        42%        Company should leverage these by further expanding and
     Operations                                                     strengthening its existing network. This will enhance
                                                                    shareholder value in the long-term. Accordingly, the directors
     Profit before           23,455        15,832        48%        do not recommend any dividend for the year ended
     Tax                                                            March 31, 2006, in view of the proposed investments in
     Net Profit              20,279        12,116        67%        network expansion and operations.
37
letter No. 47/164/2006-CL III dated April 26, 2006 in terms           subscription of convertible debentures in Bharti
of Section 212(8) of the Companies Act from attaching the             Enterprises Limited, representing an indirect economic
audited accounts of its subsidiaries for the financial year. In       interest in Bharti Airtel Limited and acquisition of direct
pursuance thereof, the Company undertakes that annual                 interest in the Company from Warburg Pincus LLC.
accounts of the subsidiary companies and the related              z   South East Asia, Middle East and Western Europe
detailed information for the year ended March 31, 2006 will           4 (SEA-ME-WE-4) - A consortium of 16 international
be made available to its investors and subsidiary companies’          telecommunications companies including our Company
investors seeking such information at any point of time. The          successfully commissioned the next generation
annual accounts of the subsidiary companies are also kept             undersea cable system during the year.
for inspection by any investor at the registered office of the
                                                                  z   The Company announced its new integrated
Company and the concerned subsidiary companies. The
                                                                      organization structure with the appointment of
statement required pursuant to the above referred approval
letter are disclosed after the Consolidated Accounts of the           Manoj Kohli as the President of all business units to lead
                                                                      the integrated management structure with effect from
Company forming part of this Annual Report.
                                                                      March 1, 2006.
Highlights of the Year
                                                                  z   In order to reflect its brand essence, objective and the
z   Major agreements and alliances: With the objective
                                                                      nature of its business activities, the Company name was
    of consolidation and achieving business synergies, Bharti
                                                                      changed to Bharti Airtel Limited from Bharti Tele-
    Cellular Limited and Bharti Infotel Limited have been
                                                                      Ventures Limited, effective April 24, 2006.
    merged with the Company. The same was sanctioned
    by the Hon’ble High Court of Delhi on May 21, 2005.           Capital market ratings:
    The effective date of the merger was April 1, 2004.           z   ICRA assigned Issuer Rating of “Ir AAA” to the
z   Bharti Airtel signed a managed capacity expansion                 Company during the year. This rating is the highest credit
    contract with Ericsson to provide managed services                quality rating assigned by ICRA.
    and expand its GSM /GPRS network into rural India in          z   Standard & Poors upgraded its corporate credit
    15 circles.                                                       rating on Bharti Airtel Limited to “BB+” from “BB”
z   The Company and IBM launched Managed Services                     with stable outlook.
    under their joint go-to-market program. The initial           z   CRISIL has assigned “AAA/Stable” to the long-term
    offering portfolio includes managed hosting services              debt programme of Bharti Airtel Limited indicating
    and business resiliency and continuity services to                highest safety.
    enterprise customers in India.
                                                                  z   Fitch ratings, the international rating agency, upgraded
z   The Company entered into an agreement with                        the Company’s long-term foreign currency rating
    Nokia to expand its managed GSM/GPRS/EDGE                         to “BB+” from “BB” with a stable outlook on rating.
    networks in eight circles. Nokia will provide managed
                                                                  z   CRISIL re-affirmed its Governance & Value Creation
    services and expand the Company’s network in Mumbai,
                                                                      (GVC) rating viz. ‘level 1’, which indicates that the
    Maharashtra and Goa, Gujarat, Bihar and Jharkhand,
                                                                      Company’s capability with respect to creating wealth
    Orissa, Kolkata, West Bengal and Madhya Pradesh over
                                                                      for all its stakeholders is the highest.
    a three-year period.
                                                                  New products/initiatives:
z   The Company decided not to proceed with the
    proposed sponsored ADR due to lack of sponsorship             During the year, the Company introduced new and
    interest by most of its principal shareholders.               innovative products that were received well in the market
                                                                  and enabled the Company to maintain its leadership position
z   The Company entered into strategic partnership
                                                                  despite competitive pressures.
    outsourcing agreements for its customer care call
    center operations to four international BPOs -                z   The Company introduced Rs. 200/- denomination
    Hinduja TMT (HTMT), IBM Daksh, Mphasis and                        monthly recharge coupon in May 2005. It thus lowered
    TeleTech Services, with the expectation of significantly          the recharge denomination available in the market,
    enhancing quality of customer service delivery to Bharti          thereby making mobile services more affordable.
    Airtel customers across the country. The Company also
                                                                  z   Launch of BlackBerry® 7100g™ business phone in
    entered into an agreement with Nortel for technological
                                                                      India in the month of June 2005 and BlackBerry®
    expertise and availing best practices in customer care
                                                                      8700g™ in March 2006. Bharti Airtel has made a wider
    developed through Nortel’s worldwide customer base.
                                                                      portfolio of BlackBerry® products available in India in
z   Vodafone acquired 10% economic interest in the                    partnership with Research In motion (RIM). BlackBerry®
    Company during the financial year 2005-06, by way of              solutions provide instant emailing solutions.
                                                                                                                                38
 z   Launch of a suite of mobile services including Bridge           contributed 71% to the consolidated revenues. The growth
     Roaming, Bridge Prepaid, Bridge Enterprise and                  in revenues happened despite reductions in tariffs and intense
     Bridge Concierge. These services will enable our                competition. This robust growth was due to increases in
     customers to enjoy a seamless mobile service experience         subscriber base on account of the launch of Rs. 200 monthly
     when roaming overseas on the Alliance Members                   recharge coupon and Rs. 999 lifetime prepaid, higher traffic
     network. Bharti Airtel is the founder member of the             on networks, and expansion of non-voice services. With
     Bridge Alliance, which was established in November              mobile tariffs in India being among the lowest in the world,
     2004 and includes Globe Telecom (Philippines), Maxis            the Company’s prime focus is on ensuring customer
     (Malaysia), Singtel Mobile (Singapore), Singtel Optus           satisfaction through superior network quality, customer
     (Australia), Taiwan Mobile (Taiwan), Telkomsel                  service and continuous innovation in value-added services
     (Indonesia) and CSL (Hong Kong).                                that would help expand its mobile customer base and drive
 z   The Company launched ‘Future Factory - Centres of               up volumes.
     Innovation’ to incubate pioneering mobile applications.         The key financial results of the mobile segment for the year
     The Future Factory has been conceptualized with the             ended March 31, 2006 are presented below:
     purpose of developing applications to cater to the needs
                                                                     Financial highlights of Mobile Services:
     of customer segments across the entire spectrum.
                                                                                                    (In Rs. Million, except ratios)
 z   Bharti Airtel, ICICI Bank and VISA joined hands to launch
     mChq – a credit card on the mobile phone. This is                                             Year ended
     the first mobile-to-mobile payment option, which                Particulars            March 31,      March 31,       Y-o-Y
     enables Bharti Airtel customers and ICICI Bank Visa                                        2006           2005      Growth
     cardholders to pay for their purchases with their Airtel
     mobile phones.                                                  Gross Revenue              83,095        55,436        50%
 z   Bharti Airtel launched a suite of ‘One India plans’ for         Earnings before            16,854        10,385        62%
     Mobile and Broadband & Telephone Services                       Interest & Taxation
     customers in March 2006. These plans give the option            Broadband & Telephone Services
     of making calls to any location in the country at a flat rate
     of Re. 1 per minute.                                            The Company provides Broadband & Telephone Services in
                                                                     90 cities across India. As on March 31, 2006, the Company
 z   Bharti Airtel launched the world’s first Easy Music
                                                                     had 1,346,740 customers, of which 23.4% (315,729) were
     service for mobile phones. This service allows a mobile
                                                                     also subscribing to broadband services.
     phone user a choice of over 18,000 songs in over 20
     languages for purchase from over 100,000 Bharti Airtel          The customer base for the Broadband & Telephone Services
     retail outlets in India for use as ring tones and call back     grew by 57% in the year ended March 31, 2006. The
     tones.                                                          revenues from the Broadband & Telephone Services were
                                                                     Rs.15,075 million, a growth of 33% over the revenues in the
 z   Bharti Airtel introduced India’s first Rs. 999 Lifetime
                                                                     previous financial year. The earnings before interest and
     prepaid card with a life time validity with which a mobile
                                                                     taxation was Rs. 606 million as compared to Rs. 1442 in the
     user can continue to receive calls for lifetime without
                                                                     previous financial year. The decline in EBIT was essentially
     having to recharge or worry about the validity period of
                                                                     due to the launch of services in 38 new cities during the
     the card or coupon. The lifetime-prepaid card also offers
                                                                     financial year.
     the user full talk time on every future recharge of any
     denomination.                                                   The key financial results of the Broadband & Telephone Services
                                                                     for the year ended March 31, 2006 are presented below.
 Business Review
 Mobile Services                                                     Financial highlights of Broadband & Telephone Services:
 During the financial year, the Company expanded its operations                                     (In Rs. Million, except ratios)
 to 3,778 census towns and over 80,687 non-census towns                                            Year ended
 and villages covering approximately 40% of the country’s
                                                                     Particulars            March 31,      March 31,       Y-o-Y
 total population. The Company added 8,594,928 mobile
 subscribers during the year, garnering 22.7% share of the all                                  2006           2005      Growth
 India net additions in the wireless market and had a wireless       Gross Revenue              15,075        11,311        33%
 market share of 21.8% as on March 31, 2006. The Company’s           Earnings before
 strong performance helped consolidate its leadership in the
                                                                     Interest & Taxation            606         1,442       -58%
 market and has given it the might to take full advantage of
 the rapidly growing telecom market.                                 Enterprise Services
 The revenues from mobile services for the financial year            As a part of the new integrated structure, the Company has
 were Rs.83,095 million, a growth of 50% over the revenues           reclassified and created two sub units under this business
 in the previous financial year. The mobile services business        group, viz. Carriers (Long Distance Services) and Corporates.
39
Enterprise Services – Carriers                                     Regulatory and Key Industry Developments
The Company complements its Mobile, Broadband and                  During the year, the following are the key regulatory
Telephone Services with national and international long            developments:
distance services. The Company has over 32,900 route               z   Telecom Regulatory Authority of India (TRAI) introduced
kilometers of fibre on its national long distance network.             a revised Interconnection Usage Charge (IUC) regime.
For international connectivity to the East, it has a submarine         ‘Per-minute’ Access Deficit Charge (ADC) on domestic
cable landing station at Chennai which links the submarine             calls has been replaced by a ‘revenue-share’ of 1.5% of
cable (owned by an associate company) connecting Chennai               adjusted gross revenue as ADC, payable to BSNL. Revenue
and Singapore. For international connectivity to the West, it          from Rural Fixed Wireline subscribers is exempt from
is a member of the South East Asia-Middle East-Western                 ADC. ‘Per minute’ ADC continues on ILD calls but at a
Europe – 4 (SEA-ME-WE-4) consortium jointly with 15 other              reduced rate. Carriage charges, which were distance
global telecom operators, and has commissioned the fourth              based earlier, are now left to negotiation between
generation cable system.                                               operators subject to a ceiling of Rs.0.65/minute;
During the financial year, the Company saw significant             z   The IUC (Fifth Amendment) Regulation, 2005 that
growth in the long distance traffic carried on its network             imposed ADC on calls originated by national and
due to the increased customer base and lower tariffs on                international roamers has been set aside by TDSAT;
account of reduction in the regulatory costs (License fee
and Access Deficit Charge).                                        z   TRAI has issued a Regulation on Quality of Service
                                                                       Parameters of Basic and Cellular Mobile Telephone
The key financial results of the long distance services division       Services and a Regulation on Code of Practice for
for the year ended March 31,2006 are presented below.                  Metering and Billing Accuracy in India;
Financial highlights of Enterprise Services – Carriers:            z   The ceiling tariffs for IPLCs prescribed by TRAI, which
                               (In Rs. Million, except ratios)         were contested by VSNL, have been upheld by TDSAT
                              Year ended                               and these are now in effect;
Particulars             March 31,     March 31,        Y-o-Y       z   Pursuant to public consultations, TRAI has submitted
                            2006          2005       Growth            recommendations to the Department of Telecom on
                                                                       the following matters:
Gross Revenue              24,674         18,737          32%
                                                                       a.   Spectrum
Earnings before              7,794         4,716          65%
Interest & Taxation                                                    b.   Convergence and Competition in Broadcasting and
                                                                            Telecommunications
Enterprise Services – Corporates
                                                                       c.   Mobile Number Portability
This sub-unit of Enterprise Services provides secure, scalable,
                                                                       d.   Next Generation Networks
seamless, reliable and customized integrated solutions of
voice and data communications to corporate, small and                  e.   Measures to promote growth of telecom services
medium scale enterprises, thus offering total telecom                       in rural areas
solution through a single window. The unit focuses on                  f.   Measures to Promote Competition in IPLC in India
delivering telecommunications services as an integrated
                                                                       g.   Publications of Telephone Directory and Provision
offering including mobile, broadband, telephone, national
                                                                            of Directory Enquiry Services.
and international long distance and data connectivity
services to key account corporate customers through                    The DoT has issued guidelines for allocation of GSM
business relationship management.                                      spectrum beyond 10 MHz and upto 15 MHz, and
                                                                       allotment of 5th and 6th CDMA carriers. The allocation
The key financial results of the enterprise services division
                                                                       criterion continues to be linked to a minimum subscriber
for the year ended March 31,2006 are presented below.
                                                                       base. The rest of the recommendations are under
Financial highlights of Enterprises Services – Corporates:             consideration.
                               (In Rs. Million, except ratios)     z   The Government of India enhanced the FDI ceiling in
                              Year ended                               the telecom sector from 49% to 74% subject to certain
                                                                       preconditions.
Particulars             March 31,     March 31,        Y-o-Y
                            2006          2005       Growth        z   The Central Government revised terms and conditions
                                                                       of several telecom service licenses which include:
Gross Revenue                6,933         5,406          28%
                                                                       a.   Entry Fee for NLD and ILD licenses reduced from
Earnings before              1,762         2,284       -23%                 Rs.1,000 million and Rs. 250 million respectively to
Interest & Taxation                                                         Rs. 25 million;
                                                                                                                               40
     b.   Annual License Fee for NLD and ILD licenses reduced      research”. Over 200 students benefit from Bharti School
          from15% to 6% of Adjusted Gross Revenue (AGR);           annually. It also conducts programs for industry
     c.   NLD and ILD licensees permitted to access                professionals. Bharti Merit Awards have been established to
          subscribers directly for provision of Leased Circuits/   recognize excellence and merit.
          Closed User Groups;                                      In order to achieve its vision in the area of education, Bharti
     d.   Annual License Fee @ 6% of AGR imposed on                Foundation will set up a large number of primary schools in
          Internet Service Providers licensed with restricted      rural areas across India to provide quality education to
          internet telephony;                                      underprivileged children, especially girls. To support Bharti
                                                                   Foundation’s work, a corpus of Rs. 2 billion will be created
     e.   Infrastructure provider category II and VPN licenses     over the next two years.
          abolished. Existing licensees permitted to migrate
          to NLD/ILD licenses;                                     Employees Stock option plan
     f.   Annual License Fee for VSAT commercial license           Human Resource is the key to the success of any
          reduced from 10% to 6% of AGR.                           organization. The Company has always valued its human
                                                                   resources and has tried to adopt the best HR practices.
 Share Capital                                                     Accordingly an ESOP Scheme was introduced in 2002, which
 The Company allotted 2,722,125 Equity Shares of Rs. 10/-          benefited the employees. The second ESOP Scheme was
 each upon merger of Bharti Cellular Limited (BCL) into the        introduced in 2005, the approval for which was obtained
 Company.                                                          by way of a Special Resolution passed by the shareholders in
                                                                   the Tenth Annual General Meeting. The ESOPs also act as a
 During the year the Company allotted 18,242,237 equity
                                                                   retention tool for well-performing employees who are
 shares upon conversion of Foreign Currency Convertible
                                                                   contributing to the growth of the Company.
 Bonds (FCCBs) by their holders. Due to these reasons, as on
 the date of this report, the total issued, subscribed and paid    The disclosures in compliance with clause 12 of the Securities
 up equity share capital of the Company stands increased to        and Exchange Board of India (Employee Stock Option Scheme
 1,894,419,574 equity shares.                                      and Employee Stock Purchase Scheme) Guidelines, 1999, as
                                                                   amended are set out in Annexure A to this Report.
 Corporate Governance
                                                                   A certificate from M/s. Price Waterhouse, Chartered
 The Company was ranked amongst the Top 25 Companies
                                                                   Accountants, Statutory Auditors, with regards to the
 by the Institute of Company Secretaries of India for good
                                                                   implementation of the Company Employees’ Stock Option
 corporate governance practices in the year 2005.
                                                                   Schemes, would be placed before the shareholders in the
 CRISIL has rated our corporate governance practices at the        next Annual General Meeting, and a copy of the same shall
 highest-level GVC I, indicating our capability to create wealth   be available for inspection at the registered office of the
 for our stakeholders while preserving the highest standards       Company.
 of ethics and governance.
                                                                   Awards
 Pursuant to the requirements of Clause 49 of the Listing
                                                                   We are pleased to report that the Company received many
 Agreement with the Stock Exchanges, a report of corporate
                                                                   accolades and awards during the year in India and abroad
 governance forms part of the Annual Report. A certificate by
                                                                   on the quality of its management, leadership and customer
 Price Waterhouse, Chartered Accountants, Auditors of the
                                                                   service and has been ranked amongst leading companies
 Company, confirming compliance of the conditions of
                                                                   in renowned business publications. Your Chairman has also
 corporate governance as stipulated under clause 49 of the
                                                                   been conferred with many awards. Details of the awards
 Listing Agreement, is annexed to corporate governance report.
                                                                   are separately listed in another section of this report.
 Corporate Social Responsibility
                                                                   Directors
 The Company believes in the power of education. Based on
 the experience of last year, Bharti Foundation expanded its       Chua Sock Koong, Bashir Currimjee and Donald Cameron
                                                                   retire by rotation at forthcoming Annual General
 operations this year by setting up 15 more Bharti Computer
 Centres and 92 Bharti Libraries across 11 states. In the mid-     Meeting and being eligible, offer themselves for
 day meal program, the kitchen set up in Vrindavan is able to      re-appointment.
 feed 43,000 children every day. Bharti Foundation’s program       Since the last Directors Report, Gavin John Darby,
 on elementary education reaches out to over 70,000                Ajay Lal, Syeda Bilgrami Imam and Paul Donovan were
 children.                                                         appointed as additional directors on the Board of the
 On March 20, 2006 the Hon’ble Prime Minister of India,            Company and hold office until the conclusion of the
 Dr. Manmohan Singh inaugurated the Bharti School of               forthcoming Annual General Meeting.
 Telecommunication Technology and Management at IIT                York Chye Chang and Arun Bharat Ram were appointed on
 Delhi. Bharti School has been set up with a vision “To develop    the Board of the Company on March 31, 2006 to fill up the
 Telecom Leaders through excellence in education and               casual vacancies caused by the resignations of Lim Toon
41
and Lung Chien Ping respectively and hold office until the        Particulars of Employees
conclusion of ensuing Annual General Meeting. Paul                Information as per the privisions of Section 217 (2A) of the
Donovan has been appointed as director effective April, 27        Companies Act, 1956 read with the Companeis (Particular
2006 in the vacancy caused by the resignation of William          of Employees) Rule 1975 as amended, forms part of this
Thomas Morrow and he holds office until the conclusion of         Report and are given in Annexure C of this Report.
the ensuing Annual General Meeting.
                                                                  Directors’ Responsibility Statement
The Company has received notices from the members under
                                                                  Pursuant to Section 217(2AA) of the Companies Act, 1956,
Section 257 of the Companies Act, 1956 proposing the
                                                                  the directors to the best of their knowledge and belief
appointment of all of these directors, retiring at the ensuing
                                                                  confirm that:
Annual General Meeting.
                                                                  a)   in the preparation of the annual accounts, the applicable
A brief resume, expertise, shareholding in the Company and             accounting standards have been followed along with
details of other directorships of these directors as stipulated        proper explanation relating to material departures;
under Clause 49 of the Listing Agreement with the Stock
                                                                  b) they have selected such accounting policies and applied
Exchanges is appended as an annexure to the Notice of
                                                                     them consistently and made judgements and estimates
ensuing Annual General Meeting.
                                                                     that are reasonable and prudent so as to give a true and
Since the last Directors’ report, Lim Toon, Lung Chien Ping          fair view of the state of affairs of the Company as at the
and William Thomas Morrow have ceased to be directors of             end of the financial year and of the profit of the Company
the Company. The Board places on record its sincere                  for that period;
appreciation for the services rendered by Lim Toon, Lung          c)   they have taken proper and sufficient care for the
Chien Ping and William Thomas Morrow during their tenure               maintenance of adequate accounting records in
on the board. The Board and the Company has benefited                  accordance with the provisions of the Companies Act,
immensely from their inputs.                                           1956 and for safeguarding the assets of the Company
Fixed Deposits                                                         and for preventing and detecting fraud and other
                                                                       irregularities;
During the year, the Company has not accepted any fixed
                                                                  d) they have prepared the annual accounts on a going
deposits from the public.
                                                                     concern basis.
Auditors
                                                                  Management Discussion and Analysis Report
The Statutory Auditors of the Company, M/s. Price
                                                                  In accordance with the listing agreements, the Management
Waterhouse, Chartered Accountants, New Delhi, retire at the
                                                                  Discussion and Analysis Report forms a part of the report.
conclusion of ensuing Annual General Meeting of the
                                                                  Acknowledgements
Company and are eligible for re-appointment and have
confirmed that their re-appointment if made, shall be within      The directors place on record their gratitude to the Central
the limits Section 224(1B) of the Companies Act, 1956. The        Government, the State Governments, Department of
Audit Committee and the Board recommends the re-                  Telecommunications (DOT), other statutory bodies and the
appointment of Price Waterhouse, Chartered Accountants            Company’s Bankers for the assistance, co-operation and
as Auditors of the Company.                                       encouragement they extended to the Company. The
                                                                  directors also place on record their sincere appreciation to
Auditor’s Report
                                                                  the employees for their continuing support and unstinting
The Board has duly examined the statutory auditor’s report        efforts in ensuring an excellent all round operational
to accounts and clarifications, wherever necessary, have been     performance. Last but not the least the directors would like
included in the Notes to Accounts, section of the Annual          to thank various partners viz. Bharti Telecom, SingTel Telecom
Report.                                                           International Ltd., Vodafone and other valuable shareholders
                                                                  for their support and contribution. We look forward to their
Conservation of Energy, Technology Absorption and
                                                                  continued support in the future.
Foreign Exchange
                                                                                                                               42
 Annexure A
                             INFORMATION REGARDING THE EMPLOYEES STOCK OPTION SCHEME(S)
                                                 (as on March 31, 2006)
     Sl. Particulars                                                             ESOP                                 ESOP
     No.                                                                     Scheme 2005                          Scheme 2001
     2)    Pricing Formula                                    The exercise price for the purpose of grant       14,507,843 @ 22.5
                                                              of options will be higher of the following:        2,190,000 @ 70
                                                              (i) The average of the weekly high and                71,265 @ 0
                                                                   low of the closing prices of the                 20,000 @ 120
                                                                   related shares quoted on the stock               37,397 @ 267.4
                                                                   exchange during the six months
                                                                   preceeding the relevant date;
                                                              (ii) The average of the weekly high and low
                                                                    of the closing prices of the related shares
                                                                   quoted on a stock exchange during the
                                                                   two weeks preceeding the relevant date.
                                                              However, the exercise price in respect of
                                                              employees who met the eligibility criteria
                                                              as on June 1, 2005 was Rs. 221/-
43
Sl. Particulars                                                            ESOP                                    ESOP
No.                                                                    Scheme 2005                             Scheme 2001
* Grants of 2318662 number of shares were made out of the options lapsed over a period of time.
                                                                                                                                   44
 Annexure B
 INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
 AND FOREIGN EXCHANGE EARNING AND OUTGO FORMING PART OF DIRECTORS’ REPORT IN TERMS OF SECTION
 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
 OF THE BOARD OF DIRECTORS) RULES 1988.
Conservation of Energy
 Bharti Airtel Limited being a telecom service provider requires minimal energy consumption and every endeavour has been
 made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.
Technology Absorption
 The Company in its endeavour to obtain and deliver the best, has entered into a number of agreements and alliance with
 major global telecom players to harness and tap the latest and the best technology available to the industry.
 (i)    Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and
        services; and export plans; Bharti Airtel, being a telecom service provider could due to its licences restrictions, not have
        undertaken any activity relating to exports or development of export markets for services during the year.
(ii) Total foreign exchange used and earned for the year :
45
     Annexure - C
     Statement of particulars under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for the year
     ended March 31,2006 and forming part of the Directors’ Report
     Sl.   Name                  Designation                Nature of      Nature of        Qualification(s)       Age          Date of         Total               Gross    Previous employment/
     No.                                                    Employment,    duties of                               (in years)   Commencement    experience   Remuneration    Designation
                                                            whether        the                                                  of Employment   (in years)        (in Rs.)
                                                            contractual    employee
                                                            or otherwise
     3.    K. Srinivas           Director (East)            Permanent      Operations       B.Tech., PGDM          42           7-Nov-02        19               6825523     Hindustan Lever Ltd./Business Manager
                                                                                                                                                                             New Ventures
     4.    Deepak Mehrotra       Chief Executive Officer - Permanent       Operations       BE (Electrical), MMS   41           30-Oct-03       17               5480918     Hindustan Coca Cola Beverages/Region
                                 Karnataka                                                                                                                                   Vice President – Operations
     5.    Sharlin Thayil        Chief Operating           Permanent       Operations       B. Tech., MBA          44           28-Dec-00       20               3176663     BILT/Dy. General Manager – South
                                 Officer - HP
     6.    Badri Agarwal         Corporate Director        Permanent       Operations       B.Com, CA              56           1-Sep-00        36              30296331     BML-AP & KK/Executive Director & CEO
     7.    Anil Nayar            Corporate Director -      Permanent       General          BE, PGDM               55           1-Apr-03        33              13989461     Bharti Cellular Ltd. (PO)/President
                                 Chairman’s Office                         Management
     8.    Hemant Sachdev        Director Marketing &
                                 Communications            Permanent       Marketing        B.Com                  42           1-Apr-99        20               9511238     Bharti Telecom Ltd./Sr.VP (Mktg & Corp. Commn.)
     9.    K. L. Jain            Corporate Director -      Permanent       Corp.Affairs     B.Sc. (Hons.), MBA     56           1-Oct-98        34              11771656     Bharti Healthcare Ltd./Executive Director
                                 Corporate Affairs
     10.   Narender Gupta        Director - Legal and      Permanent       Secretarial &    B.Com, PGDM,           47           1-Apr-01        27               5910482     Bharti Cellular Ltd./
                                 Regulatory                                Regulatory       FCS-ICSI, LLB                                                                    Company Secretary
     11.   Viresh Dayal          Corporate Director -      Permanent       Business         B.Tech, PGDM           49           1-Aug-00        28               9479402     Bharti Telenet Ltd./
                                 Business Development                      Development                                                                                       Director(Operations)
     12.   Jantina Catharina     Alliance Director         Contractual     Alliance &       Master of Dutch Law 4 6             16-Aug-01       29              19215618     British Telecom/Alliance Director
           van de Vreede                                                   CSR
     13.   Manoj Kohli           President                  Permanent      General          B.Com, LLB, MBA        47           26-Oct-02       27              16992235     Escotel Mobile Communications Ltd./
                                                                           Management                                                                                        Executive Director & CEO
     14.   Sunil Bharti Mittal   Chairman &                 Contractual    General          Graduate               48           1-Oct-01        20              98002936     Bharti Cellular Ltd./CMD
                                 Managing Director                         Management
     15.   Rajan Bharti Mittal   Joint Managing             Contractual    General          Graduate               45           1-Oct-01        20              26472530     Bharti Infotel Ltd./MD
                                 Director                                  Management
     16.   Akhil Gupta           Joint Managing             Contractual    General          CA                     50           1-Sep-03        24              36085829     Consultancy
                                 Director                                  Management
     17.   Vijaya Sampath        Corporate Director -       Permanent      Legal            B.A., LLB, FCS         52           1-Jan-04        22               8694547     Ranbaxy Laboratories/VP (Legal & Secretarial)
                                 General Counsel &
                                 Secretarial
     18.   Harish Dua            Chief of Compliance &      Permanent      Internal Audit & CA, MBA                47           23-Feb-04       27               3759660     Pepsi Foods Pvt. Ltd./VP (Corp. Planning)
                                 Internal Audit                            Chief Compliance
     19.   Ashok Juneja          Chief Technical Officer    Permanent      Technical        B. Tech., PGDM         49           29-Oct-03       27              10732486     Bharti Broadband Networks Ltd./Director
     20.   Sunil K. Goyal        Chief Operating            Permanent      Operations       ICWAI, MBE, CFA        37           2-Mar-01        15               4006170     Dabur India Ltd./Sr. Mgr. Corporate Planning
                                 Officer - MP
     21.   Devendra Khanna       Group Financial            Permanent      Fin & Accts      CA                     45           1-Sep-04        17               3601839     Triveni Engineering Industries Ltd./
                                 Controller                                                                                                                                  VP - Corp Finance & Planning
     22.   Sanjeev Kumar         Chief Operating            Permanent      Operations       B.Com (Hons), CA,CS 4 1             1-Jul-03        21               6043778     Bharti Mobile Ltd./CFO
           Saxena                Officer-Orissa
     23.   Vinit Taneja          Sr.Vice President          Permanent      Human Resource    B.Tech. (Mech.),      48           27-Sep-04       24               3410540     Institute of Quality Ltd/Sr. VP & Director
                                                                                             PGDM
     24.   Sarvjit Singh Dhillon Director Finance &         Contractual    Fin. & Accts.     BA, (Hons)            39           1-Sep-04        18              13404192     Bharti Cellular Ltd./Group CFO &
                                 Business Integration                                        FCIMA, MBA                                                                      Director Mobility
     25.   Rajesh Kharbanda      Senior Vice President      Permanent      IT and Technology M.Sc.(Phy), MBA       51           16-Jan-03       25               2870389     New Holland/Chief Information Officer
     26.   Yudhister Bahl        General Manager            Permanent      Financial         B.A.(Hons) MA,        39           6-Apr-04        13               2487333     GAIAM, INC./Chief Financial Officer
                                                                           Planning          M.B.A
     27.   Ravi Kaushal          Group Vice President       Permanent      Fin & Accts       B.Com (Hons), CA,     50           17-Apr-95       23               3969230     TCIL BellSouth Ltd./General Manager (Fin.)
     28.   Harshvendra Soin      Vice President             Permanent      Human Resource B.Com (Hons),            36           19-Aug-02       12               2508384     EIH Ltd./GM - HR
                                                                                             Bachelor of Law,
                                                                                             MPM & IR
     29.   Sanjay Nandrajog      Executive                  Permanent      Operations        B.Tech (Chem), MBA    43           8-Jan-03        19              10033591     Pepsico/Market Unit Director
                                 Director (North )
     30.   P. Swaminathan        Chief Executive Officer    Permanent      Operations       B.Tech, PGDM           50           1-Apr-03        27               8358535     Bharti Telenet Ltd./Chief Executive Officer,
                                 & Director -TN                                                                                                                              MP
     31.   Vinod Sawhny          Joint President - Airtel   Permanent      General          BE (Mech), PGDBM       47           15-Jul-02       22              10807051     Spice Communications, Punjab,
                                 Enterprises Services                      Management                                                                                        Managing Director
     32.   Rajiv Jaitly          Chief Executive            Permanent      Operations       BE, MBA                45           18-Mar-02       21               4988449     Data Access India Ltd./Executive Vice President
46
                                 Officer - Punjab
47
     Sl.   Name                  Designation               Nature of      Nature of        Qualification(s)        Age          Date of         Total               Gross    Previous employment/
     No.                                                   Employment,    duties of                                (in years)   Commencement    experience   Remuneration    Designation
                                                           whether        the                                                   of Employment   (in years)        (in Rs.)
                                                           contractual    employee
                                                           or otherwise
     33.   Norman D. Price       Director Networks         Contractual    Technical         —                      43           19-Apr-02       20              45954423     Nextel Partners, U.S./Director Engineering &
                                                                                                                                                                              Operations
     34.   Atul Bindal           Executive Director -      Permanent      Operations        BE (Mech), MBA         45           26-Jun-03       21              14448165     DHL International/Communication Director
                                 South Region                                                                                                                                Asia Pacific
     35.   Jayant Khosla         Director - WR             Permanent      Operations        BE (Hon), MBA          42           22-Mar-04       19                7824293    Coca Cola India/VP Operations, Mumbai
     36.   Shankar Prasad        Chief Operating           Permanent      Operations        BE, PGDM               43           28-Jan-04       19                3793538    Bharti Mobile Ltd./Vice President - CSD
                                  Officer (UP - East)
     37.   Elango Thambiah       Chief Executive           Permanent      Operations        BE (Mech), PGDBM       40           8-Oct-01        19                4636573    Spice Communications/Vice President
                                 Officer - AP
     38.   Christopher Tobit     Chief Executive           Permanent      Operations        BA                     41           1-Feb-99        24                4635543    Collettes Group of Companies/
                                 Officer - Delhi                                                                                                                             Group Business Development Manager
     39.   Sagarika Rai          Vice President - HR       Permanent      Human Resource    M.B.A (HR)              37          5-May-03        17                3643504    Rediffusion DY&R/General Manager - HR
     40.   Sandeep Gupte         Head - Technical          Permanent      Technical         M.B.A                   38          25-Sep-01       13                3421285    Convergelabs/Telecom Consultant
     41.   Col. V. S. Rawat      Sr.Vice President         Permanent      Technical         BE (Telecom), ME        57          7-Aug-01        38                5161408    BPL Cellular Ltd./Chief Technical Officer
                                                                                            (Electronics & Telecom)
     42.   Amrita Gangotra     Group Chief IT              Permanent      Network & IT      B.Sc. (Maths), M.Sc. 4 1            25-Nov-02       17                4315701    HCF Comnet Ltd./Chief
                               Solutions                                                    (Ops. Research)                                                                  Information Officer
                               Engagement
     43.   Bhaskar Chakraborty Chief Supply                Permanent      Finance &         PGDBM,                 48           19-May-97       26                4167597    Bharti Tele-Ventures Ltd./
                               Chain Officer                              Commercial        Dip. in Materials                                                                Vice President - Matls
     44.   V. Venkatesh        Chief Operating             Permanent      CSD               PGDM, ACA              43           4-Jan-03        20                5666056    Bharti Tele-Ventures Ltd./Vice President
                               Officer-Marketing/
                               Sales & CSD
     45.   Sunil Colaso        Vice President              Permanent      Marketing         MBA, BBM               39           1-Oct-02        15                2891286    Max Healthcare/Dy.General Manager -
                                                                                                                                                                             Marketing
     46.   S. K. Sharma          Head - Quality            Permanent      Quality Assurance B. Tech                50           9-May-03        29                3861713    GE Capital/Vice President - Quality
     47.   P. S. Sandhu          Sr. Vice President        Permanent      Network & IT      BE, M. Tech            55           7-Aug-01        31                3603426    Bonsai Networks India Pvt. Ltd./Country
                                                                                                                                                                             Head (Indian Operations)
     48.   Anurag Prashar        Chief - CSD               Permanent      CSD               BE, PGDBM              44           16-Jul-03       19                3727775    XEROX Modi Corp. Ltd./Executive Director
                                                                                                                                                                             Customer Service Support
     49.   Sunil Tandon          Head - Corp Solution      Permanent      Marketing         B. Tech, MBA           44           4-Nov-03        19                5074797    Reliance Infocomm./Head Key National
                                                                                                                                                                             Account
     50.   Vivek Bali            Head - Brand &            Permanent      Marketing         BA, MBA                45           4-Nov-03        24                5394181    Bristol Myers Squibb, USA/
                                 Communication                                                                                                                               Consultant International Business
     51.   S. Sivaramakrishnan   Head - IN/VAS             Permanent      Network & IT      BE, M Sc. Engg,        53           1-Dec-03        27                3018925    Think Business Networks Pvt. Ltd./
                                                                                            PGDBA                                                                            Vice President
     52.   Anjan Choudhury    Vice President - IT          Permanent      Network & IT      B.E.                   44           1-Apr-04        20                3580070    Bharti Cellular Ltd./General Manager - IT
     53.   Amit Shankar Nandi Vice President -             Permanent      Marketing         B.E., MBA              37           22-Feb-05       13                2638586    Marico Industries/Marketing Manager
                              Marketing
     54.   Mandeep Bhatia     Chief Operating              Permanent      Operations        BE, MBA                37           4-Dec-01        14                3451024    Spice Telecom - VP (Nepal)/
                              Officer - Maharashtra                                                                                                                          ESPL - Assistant Manger Sales
     55.   Amandeep Singh     Vice President               Permanent      Technical         BE (E&CE)              35           9-May-03        15                3393316    Spice Communications/VP (Tech. & IT), Punjab
                                                                                                                                                                             Communications Ltd. - Manager
     56.   Gurinder Singh        Chief Operating           Permanent      Operations        MBA , B. Tech          39           19-Aug-02       17                4008045    Standard Charted Bank/Marketing Head
           Sandhu                Officer - Haryana
     57.   Randeep Singh         Chief Technical Officer   Permanent      Technical         B.E.                   36           1-Aug-01        12                2765498    Spice Telecom, Asst. General Manager, Punjab
           Sekhon
     58.   Raghunath Mandava  Chief Operating              Permanent      Operations        M. Tech, PGDBM         39           29-Sep-03       15                3924737    HLL/Operations & Mktg. Manager, Bangalore
                              Officer - Rajasthan
     59.   Sumathi Gurumurthi Vice President - CSD         Permanent      CSD               BA, MA                 45           1-Oct-96        20                2697029    Skycell Comm./General Manager - Customer
                                                                                                                                                                              Service
     60.   Atul Chaturvedi   Chief Operating               Permanent      Operations        B.Tech , MBA           40           30-Jan-04       16                2563021    NIIT Limited/Head - Marketing
                             Officer - NESA                                                                                                                                   (Career Education)
     61.   Rohit Malhotra    Chief Operating               Permanent      Operations        PG Diploma             38           15-Apr-04       12                3233060    Reliance Info Com/Business Manager
                             Officer - West Bengal
     62.   Sudipto Chowdhury Vice President -              Permanent      Distribution Sales Graduate              42           16-Jun-03       18                2666948    Bharti Cellular Ltd., UP (West)/
                             Sales Distribution                                                                                                                              General Manager - Sales
     63.   T.K. Balakumar    Vice President -              Permanent      CSD               BE                     44           21-May-04       21                2482516    Daksh eServices Pvt. Ltd./Director -
                             Customer Services                                                                                                                               Operations & Quality
     64.   Deepak Soman      Head CSD - East               Permanent      CSD               B.Com., M.M.S.         45           18-Aug-03       21                2491899    HSBC/Manager - Delivery Channels
     65.   Michael Eric Lobo Head CSD - Kolkata            Permanent      CSD               B.A. Diploma in        42           18-Oct-02       19                2579501    Koshika Telecom Ltd./Asstt. General Manager -
                                                                                            Computer                                                                         Customer Care & Collections
     66.   Shruti Kant Pal       Chief Human Resource      Permanent      Human Resource    MA, PGDIR & W,         50           1-Mar-04        23                2527399    The Williamson Magor Group/Vice President
                                 Officer - East                                             XLRI
     67.   Jayesh Nadkar         Head - Site Acquisition   Permanent      Facility Mgmt.    PG Diploma             41           1-Sep-01        20                2667512    Reliance Infocom Limited - Program Manager
     68.   Jitendra Rahi         Vice President            Permanent      Sales             Masters in Marketing   43           1-Sep-04        15                2937462    Jumbo Electronics Pvt. Ltd./
                                                                                            Mgmt. - Mumbai                                                                   Head - Retail Operations
                                                                                            University
     69.   Manoj Dawane          Vice President            Permanent      Marketing         BE, MBA                37           30-Apr-04       18                2658929    Netdecisions Pvt. India Ltd. - Director
     Sl.   Name                    Designation                Nature of      Nature of             Qualification(s)      Age          Date of         Total               Gross    Previous employment/
     No.                                                      Employment,    duties of                                   (in years)   Commencement    experience   Remuneration    Designation
                                                              whether        the                                                      of Employment   (in years)        (in Rs.)
                                                              contractual    employee
                                                              or otherwise
     70.   Sonjoy Mohanty          Chief of Acquisition and   Permanent      Marketing             BA (Eco. Hons)        42           19-Apr-04       21               5397238     Escotel Mobile Communications/Chief Officer -
                                   Relationship Centers                                            MA (Eco Hons),                                                                  Customer Acquistion and Retention
                                                                                                   PG Dip. in Mgmt.
     71.   Sam Elangalloor         Chief Operating            Permanent      Operations            MBA (Mktg.)           42           2-Feb-04        16               2586048     ZEE Telefilms/Vice President - Sales &
                                   Officer - Sales/                                                                                                                                Marketing
                                   Marketing & CSD
     72.   Kuljit Singh            General Manager            Permanent      Marketing             PGDIM, BA             43           1-Sep-03        19               2527316     Sprint RPG/National Channel Manager
     73.   Sugumaran J.            Chief Technical Officer    Permanent      Technical             BE (Electronics)      50           24-Jul-00       26               3265734     BPL Mobile Communications/Head N/W
                                                                                                                                                                                   Performance
     74.   Anil K. Malhotra        General Manager            Permanent      Technical             Diploma in            56           11-May-95       31               2444324     Gateway Digital Switch - VSNL/Deputy
                                                                                                   Telecommunication                                                               Engineer
                                                                                                   Engineering
     75.   Jagdish Randhawa        Vice President - CSD      Permanent       CSD                   M.Sc.                 55           26-Feb-04       33               2591803     Spice Communications/Vice President
     76.   N. F. Aibara            Head - Mkt. Sales &       Permanent       Marketing             BA, PGDMM, MBA        50           8-Apr-04        29               3733327     Escotel Mobile Communication Ltd./
                                   Channel Development                                                                                                                             Dy. General Manager
     77.   Ashok Sharma            Vice President            Permanent       Technical             BE, PGDIP & IM, M.Sc. 5 8          1-Sep-04        34               2710349     Spice Communications/Vice President
     78.   Anup Vikal              Vice President            Permanent       Finance               MBA, BE (Mechanical) 3 7           11-Oct-01       13               2401446     Tata Home Finance/General Manager
     79.   Mrinal Roy              Chief Executive           Permanent       Operations            BE., PGDBM            42           14-Oct-02       18               2758286     ABC Consultant Pvt. Ltd./Head - North
                                   Officer (West Bengal)
     80.   Rajiv K. Sharma         Chief Executive           Permanent       Operations            MA, LLB, MBA          48           29-Dec-00       25               5775602     GMS Technologies/Chief Executive Officer
                                   Officer - NCR
     81.   K. Krishnan             Joint President-Broad     Permanent       General Mgmt.         B.Com., ICWA, CA      51           26-Jan-01       27               9791977     Saregama (I) Ltd./Managing Director
                                   and Telecome
                                   services
     82.   Prem Pradeep            Chief Operating Officer - Permanent       Operations            B.Tech, MBA           50           15-Oct-01       25               6109323     Saregama (I) Ltd./Head E-Business
                                   South Central
     83.   Rohtash Mal             Chief Executive           Permanent       Operations            B.Tech, PGDM          51           13-Nov-00       30               8412434     Maruti Udyog Ltd./Chief General
                                   Officer - North                                                                                                                                 Manager - Mktg. & Sales
     84.   N. Arjun                Executive Director -      Permanent       Operations            B. Com, MBA           48           1-Oct-00        26              10399561     Bharti Tele-Ventures Ltd./Chief Operating Officer
                                   Enterprices Services
                                   (Carriers)
     85.   Jagbir Singh            Chief Technical           Permanent       Technical             M. Phil, M.Tech,      41           9-Nov-01        19               7572557     Nortel Networks, Singapore/
                                   Officer - Mobility                                              M.Sc., MBA                                                                      Director - Network Systems & Solutions
     86.   Shantanu Banerjee       Head HR Engagement        Permanent       Human Resource        ICWAI, MBA            48           30-Mar-04       24               5694323     Indo Rama Synthetics (I) Ltd./
                                                                                                                                                                                    Sr. Vice President - Corp. HR
     87.   Amit Shukla             Vice President             Permanent      Marketing             B.Tech, PGDM          41           23-Jun-01       17               3394611     G.M.PENS/Vice President - Sales & Marketing
     88.   Shamik Das              Chief Operating            Permanent      Operations            B.Com. (Hons), FCA    43           1-Jun-01        22               5662026     Bharti Mobile Ltd./Chief Financial Officer
                                   Officer - South
     89.   Alok Kumar              Vice President             Permanent      CRM                   B. Tech               48           6-Jul-01        27               3921347     Escotel Ltd./Chief General Manager
     90.   Mrinalini Gupta         Vice President             Permanent      Marketing             BA (Eco),             43           12-Nov-03       21               4061749     The Hindustan Times/Vice President -
                                                                                                   MBA (Mktg.)                                                                     Marketing
     91.   T.K. Anand Kumar  Chief - Technical                Permanent      Technical             B.Tech                51           15-Nov-02       26               3269005     Interwave Communications/Project Director
     92.   Rahul Mehta       Chief Operating                  Permanent      Operations            BA                    45           1-Jun-98        23               4317757     RPG Richo Ltd./Controller Business
                             Officer - B & TS North                                                                                                                                Operations - South
     93. Prasanta Das        Chief - Customer                 Permanent      Customer Service      BE Elec. &            42           19-Aug-02       21               3220640     HFCL/Associate Vice President
          Sharma             Service & Network                               & Network             Telecom
                             Operations - North                              Operations
     94. Ramamurthy Kolluri Chief Technical                   Permanent      Technical             B. Tech, M.Tech       51           3-Nov-00        26               4264483     Siemens Public Communication Networks Ltd./
                             Officer - LDS                                                                                                                                         Vice President - Information & Broadband
     95. N. Gambhir          Head - Network                   Permanent      Operations            BE Elec. & Telecom    57           30-Apr-01       37               3030162     VSNL/General Mananger
                             Operations
     96. Chandan Ghosh       Vice President -                 Permanent      Commercial            Diploma in            47           1-Mar-02        25               4925481     British Telecom./Director ICS South Asia
                             Commercial (ILD)                                                      Electrical Engg
     97. Sukanto Aich        Vice President - AES             Permanent      Sales                 BE, MBA               37           9-Jul-01        13               2854525     Ecosoft Technologies Ltd./Head Sales
     98. Arun Bhardwaj       Sr. Vice President               Permanent      Sales                 BE, MBA               42           1-Feb-02        21               3866360     Ericsson inc./Director
     99. Milan Rao           Vice President - AES             Permanent      Sales                 BE, MBA               35           1-Apr-03        12               3208637     JM Morgan Stanley/Head Sales
     100. Vipin Agarwal      Vice President - AES             Permanent      Spl. Pro. - Finance   C.A.                  41           13-Jul-03       18               2581674     Eicher Motors Ltd./Head Sales
     101. M. S. Ravichandran Vice President - BB &            Permanent      Technical             BE (Hons),            56           9-Apr-01        32               4905830     RPG Cellular/Vice President - Tech. & Ops.
                             TS (South)                                                            M.Tech - Comm
     102. Sanjay Bahl        Chief CSD - B & TS North         Permanent      Knowledge             BE. (Elect.),         42           1-Apr-96        23               3676739     Casio Bharti/General Manager - Marketing
                                                                             Mgmt & Quality        MBA (Mktg.)
     103. Anuj Khungar             Chief - B & TS (NCR)       Permanent      Technical             BE, M.Tech            41           28-Feb-05       18               2784684     Reliance Infocom/Chief Technical Officer
     104. P. V. V. Srinivasa Rao   Chief Sales &              Permanent      Sales &               B.Tech., PGDBM        36           17-Jan-05       11               2651012     Hero Motors/Chief Operating Officer
                                   Marketing                                 Marketing
     105. A.M. Rai                 Vice President -           Permanent      Network               Engineering,          40           28-Dec-00       23               2854086     Fibcom
                                   Network Planning                          Planning              REC Warangal
     106. Rajiv Mehrotra           Vice President             Permanent      Operations            B.Sc., MBA            39           12-Jan-00       17               2748382     Koshika Telecom Ltd./Dy. General Manager
48
49
     Sl.   Name                  Designation               Nature of      Nature of         Qualification(s)       Age          Date of         Total               Gross    Previous employment/
     No.                                                   Employment,    duties of                                (in years)   Commencement    experience   Remuneration    Designation
                                                           whether        the                                                   of Employment   (in years)        (in Rs.)
                                                           contractual    employee
                                                           or otherwise
     107. Navaidul Islam Khan Chief Executive              Permanent      Operations        BE                     56           27-Mar-00       31               5296337     Bharti Hexacom Limited/CEO
                              Officer - UP West
     108. Shankar Halder      Chief Technical Officer      Permanent      Technical         BE                     48           19-Apr-04       22               5450381     Escotel Ltd./Chief Technical Officer
     109. Ramgopal Vallath    Chief Operating              Permanent      Operations        B.Tech (Elect. &       38           19-Nov-01       13               2861276     3Com India Pvt. Ltd./Country Sales Manager
                              Officer - Kerala                                              Telecomm.), PG Dip.
                                                                                            in Business Mgmt.
     110. Randeep Narang         Chief Operating           Permanent      Operations        B. Com, PGDBM          44           3-Jan-05        20               2803585     Iquara/Chief Operating Officer
                                 Officer - West
     111. Vivek Y. Vyavaharkar   Chief Technical           Permanent      Technical         BE                     54           1-Oct-01        33               4063661     BPL Mobile Cellular Limited/Head Technical
                                 Officer - Maharashtra &
                                 Mumbai
     112. Deepak Srivastava      Chief Operating           Permanent      Operations        Bachelor of            46           13-Sep-04       22               4483087     BOC Edwards/GM - South Asia &
                                 Officer - Bihar                                            Technology                                                                       Country Manager, India
                                                                                            (Chemical Engg.)
     113. Ajai Puri              Chief Operating           Permanent      Operations        Master of Commerce,    45           15-May-04       24               3641134     Cargill Foods India/Business Head - India Foods
                                 Officer - Kolkata                                          Fulbright Fellowship
                                                                                            for Leadership in
                                                                                            Mgmt.
     114. Rupak Agarwal          Chief Sales Officer       Permanent      Sales             BE (Elec.), PGDBM      39.3         1-Sep-04        18               2945611     HT Media Ltd./GM - Strategic Marketing
                                                                                            (Mark. & Fin.)
     115. Harish K. Gandhi       Sr. Vice President -      Permanent      Human Resource    MBA, LLB               49           1-Nov-02        26               4671610     Bharti Tele-Ventures Ltd./
                                 Human Resource                                                                                                                              BTNL (Corporate Office), Vice President - HR
     116. Rajan Dutta            Chief Human               Permanent      Human Resource    Master in PM & IR,     43           4-Jan-05        22               5032802     IDEA Cellular Ltd./Chief of HR & TQM
                                 Resources Officer                                          Dip. in Training
     117. Rajan Swaroop          Director - East           Permanent      Operations        PGDM (MBA),            49           15-Nov-04       24               6865241     Escotel Mobile Comunications Ltd./
                                 Regional Hub                                               Mech. Engineer                                                                   CEO and Executive Director
     118. Dr. Jai Menon          Corp Director - IT and    Contractual    IT & Technology   Doctorate &            42           22-Aug-02       19              10136282     Bell South Corp. Atlanta/
                                 Innovation                                                 Masters, B.Tech.                                                                 Corporate Officer and Executive Vice President
     119. N. V. Subba Rao        Chief Operating           Permanent      Operations        M.Tech./PGPIM          46           16-Jun-03       29               3009644     Tata Teleservices Ltd./General Manager
                                 Office - Mktg./Sales
                                 & CSD
     16.   Shashi Arora          Sr. Vice President -       Permanent        Sales &             BE, MBA                  41           1-Feb-06             15                    1691450      Kotak Mahindra/Group Head - Marketing
                                 Sales & Marketing                           Marketing
     17.   Anant Arora           Vice President -           Permanent        Sales               MBA                      39           9-Apr-03             16                    2610311      Reliance Infocom/Head - Sales Operations
                                 Sales - Kolkata
     18.   Umesh A Durve         Head - Post Paid Sales     Permanent        Sales and           PG Diploma               40           5-Jan-06             16                     719190      BPL Cellular Ltd./Regional Business Head
                                                                             Marketing
     19.   Shanker Narayan       Chief Financial Officer    Permanent        Finance             CA                       39           16-Apr-04            16                    3246821      Hutchinson Essar Ltd./Vice President
     20.   Vishal Sehgal         Vice President             Permanent        Mangerial/          MBA (Mkt. & Finance),    38           15-Jul-05            14                    2674643      Reliance Infocom/Head - Cluster Sales &
                                                                             Supervisory         B.Tech (Mech)                                                                                 Operations & Business Head Post Paid Business
     21.   Aniruddha Basu        General Manager            Permanent        Technical           B.Tech (Radio            39           23-Nov-05            11                    1102395      Idea Cellular Ltd./General Manager
                                                                                                 Physics & Electronics)
     22.   Faisal Siddqui        General Manager            Permanent        Mangerial/          MBA, MS, BS              38           5-Dec-05             13                     846441      Nextel Communications/Sr. Manager -
                                                                             Supervisory                                                                                                       Product Strategy
     23.   Nilanjan Mukherjee    Senior Vice President      Permanent        Sales & Marketing   Graduation               41           30-Jan-06            17                    1577902      Idea Cellular Ltd./Vice President
     24.   K. B. Rajendran       Vice President             Permanent        Sales               BE, MBA                  40.6         8-Oct-01             17                    2421176      Broadband Solutions Pvt. Ltd.
                                                                                                                                                                                               Senior Manager - Business Development
     25.   Rajiv Kohli           Chief Executive            Permanent        Operations          B.Tech, PGDM             45           1-Jun-00             19                    5535125      Koshika Telecom Ltd./GM Marketing
                                 Officer - Access
                                 Business North
     26.   Mohan Gopinath        Chief Executive            Permanent        Operations          B.Com. (Hons.),          52           1-Sep-05             24                    4485664      NET-iTech Asia Pacific Pte Ltd./
           Menon                 Officer & Director -                                            Dip. in Marketing,                                                                            Chief Executive Officer
                                 Enterprise Services                                             LLB
                                 (Corporates)
     27.   Akshay Kumar          Chief Marketing            Permanent        Marketing           B.Tech (Hons),           45           26-Dec-05            22                    3116124      DBS Bank Ltd./Vice President
                                 Officer - B & TS                                                PGDM
     28.   Nilanjan Roy          Chief Controller           Permanent        Finance &           B.Com (Hons),            38           1-Mar-06             16                     448576      Unilever - USA/Finance Director
                                                                             Accounts            A.C.A
     29.   Sanjay Kapoor         Joint President-           Permanent        General             B.Com (Hons),            44           1-Mar-06             23                     784000      Tele Tech Services India Ltd./President & CEO
                                 Mobility Business                           Management          MBA
     30.   Arvind Mathur         Vice President             Permanent        Technical           B.Sc, M.Sc               42           7-Nov-05             16                    2021082      Sify Ltd./General Manager
                                                                                                 (Electrical
                                                                                                 Communication
                                                                                                 Engineering)
     31.   N. Shekhar            Vice President             Permanent        Finance             CA, MBA                  40           20-Jan-06            17                    1000571      Coca-Cola India Inc./General Manager -
                                                                                                                                                                                               Finance
     32.   Sunil Dwivedi         Vice President             Permanent        Marketing           BE, MBA                  38           1-Mar-06             17                     256148      Reliance Infocomm./International Calling Cards
     33.   Soumitra K. Ghatak    Vice President             Permanent        Sales and           BA (ECO), PGDM           50           16-Mar-06            25                     152060      LML Ltd./Sr. Vice President
                                                                             Marketing
     34.   Sudhir Chopra         Vice President             Permanent        Technical           BE (Hons)                42           27-Jan-06            20                    1010026      Alcatel/Head - Projects
     35.   Kantak Shailesh       Vice President             Permanent        Marketing           BE, MMS                  39           12-Jan-06            15                    1061133      BPL MOBILE/Chief Operating Officer
           Anant
     36.   S. Ramaswamy          Sr.Vice President          Permanent        CSD                 BA                       41           5-Jan-06             20                    1425414      IDEA Cellular/Viice President
     37.   Shankho Chowdhury     Vice President             Permanent        Operations          BA (English              45           11-Jan-06            20                     585660      Owned Media Solution & Marketing Company
                                                                                                 Literature)
     Notes: 1.     Gross remuneration comprises of Salary, Allowances, Company’s contribution to Provident Fund and taxable value of perquisites.
             2.    The employee would qualify for being included in Category (A) or (B) on the following basis:
                   For (A) if the aggregate remuneration drawn by him during the year was not less than Rs. 24,00,000 p.a.
                   For (B) if the aggregate remuneration drawn by him during the part of the year was not less than Rs. 2,00,000 p.m.
             3.    None of the employees mentioned above is a relative of any Director of the Company except Mr. Sunil Bharti Mittal, Mr. Rakesh Bharti Mittal and Mr. Rajan Bharti Mittal, who are brothers and Directors on the Board
                   of the Company.
             4.    None of the employees mentioned above holds 2% or more share capital of the Company.
             5.    The designation - ‘Director’ wherever prefixed describe the area of responsibility occurring in the above statement and is not a Board position except that of Mr. Akhil Gupta, Mr. Sunil Bharti Mittal and Mr. Rajan Bharti
                   Mittal.
50
                     Management Discussion & Analysis
 1.     INDUSTRY STRUCTURE AND DEVELOPMENTS                          private integrated telecom player in India. It has invested
                                                                     approximately Rs. 215 billion in the telecom sector and had
 1.1. Indian telecom Industry
                                                                     annual revenue of Rs. 117 billion in the year under review.
 Driven by rising income levels and favourable demographics,         The Company has a market capitalisation of over Rs. 760
 India is poised to at least double its GDP in nominal terms         billion and is among the top 10 listed entities in India.
 from current levels by FY 2010, as stated in one of the recent
 reports released by Merrill Lynch. This era of rapid economic       1.2. Recent developments
 growth has been accompanied by exponential growth in
                                                                     The telecom industry is one of the most dynamic
 the telecom sector, particularly on the wireless side. India
                                                                     industries in the country today and is characterised by a
 has reached a wireless penetration of 8.3% in FY 2006, and
                                                                     constantly evolving regulatory environment. The relative
 its mobile base has increased at a compounded annual
                                                                     importance of regulatory changes should be viewed in
 growth rate of 85% over the last seven years. With increasing
                                                                     light of the big challenges and opportunities that the
 network coverage and affordability this growth is expected
                                                                     industry is facing today (as detailed in Section 2 of this
 to continue in the medium term.
                                                                     report). On balance, the direction and pace of regulatory
 With about 20.93 million mobile and broadband & telephone           changes is positive for the industry and augurs well for
 customers on March 31, 2006, the Company is the largest             the Company.
 The following table captures few of the key regulatory changes that were implemented by the DoT/ TRAI in 2005-06.
     Regulatory                       Brief Comment
     Development
     Alteration of Interconnection    z   Changes effective from March 1, 2006
     Usage Charge (IUC) Regime        z   On domestic calls, per minute ADC is replaced by a “revenue share ADC” wherein
                                          operators will pay 1.5% of their non-rural AGR to BSNL
                                      z   ADC on International call has been reduced
                                      z   Downward revision of tariffs.
     Increase in Foreign Direct       z   On November 3, 2005, the Government of India announced enhancement of
     Investment (FDI) limit from          FDI ceiling from 49% to 74% in the telecom sector, subject to certain preconditions.
     49% to 74%
     Revised Terms and                z   On November 11, 2005, the central government announced revised terms for
     Conditions of Licenses               NLD, ILD, ISPs, IPVPN and VSATs with a decrease in license fee for NLD/ILD licenses
                                          from 15% of AGR to 6% of AGR
                                      z   Revised norms provide considerable ease of entry to new operators with the lowering
                                          of entry barriers through reduced license fee and roll out obligations. The one time
                                          entry fee has been reduced to Rs. 250 million from Rs. 1,000 million.
51
Regulatory                     Brief Comment
Development
Amendments to Telecom          z   Corporate plans (for data) need not be disclosed to TRAI
Tariff Order 1999              z   All operators need to issue a periodic certificate of compliance with principles of
                                   non-discrimination and non-predation
                               z   Lifetime plans applicable only for the remaining life of the license. Operators need to
                                   disclose the date of expiry of existing license to subscribers of the lifetime plan(s).
                                   No change in tariff would be permitted during the life of the plan.
The following table captures the salient draft regulations, directives and recommendations relating to various regulatory
matters.
Draft Regulation on            z   Covers the commercial and technical arrangements on how operators should connect
Intelligent Network (IN)           their equipment, networks and services to enable customers to have access to the IN
Services                           services of all operators.
TRAI’s Recommendations         z   The existing ceiling on spectrum charges should be reduced from 6% to 4% of AGR
on Spectrum to DoT             z   The existing spectrum allocation criteria should be made technology-neutral
                               z   The unallocated carriers in 800 MHz should be given to existing CDMA operators
                               z   When the Ministry of Defence vacates spectrum in the 900 MHz band, a part of it
                                   should be allocated to GSM operators who have been allocated spectrum only in
                                   1800 MHz band.
TRAI’s Recommendations         z   There should be a converged regulatory regime based on a slightly modified
on Convergence and                 Communications Convergence Bill 2001
Competition in Broadcasting    z   Entry fee for unified license should be reduced to Rs.50 million as against Rs.1,070 million
and Telecommunications             recommended earlier to reflect the recent change in NLD/ILD license. Further, entry fee
                                   should reduce to Rs.3 million after 5 years as recommended earlier.
TRAI’s Recommendations         z   MNP will allow mobile phone customers to switch service providers without having to
on Mobile Number                   sacrifice their existing number, often the biggest deterrent for a dissatisfied customer
Portability (MNP)                  to switch service providers. DOT has decided to defer implementation of MNP as of now.
TRAI’s Recommendations         z   Recommendations on industry-wide issues in the event that operators decide to migrate
on Next Generation                 to Next Generation Networks.
Networks (NGN)
TRAI recommends steps for      z   Recommendations for utilization of National Internet Exchange of India (NIXI) which
improvement in the                 was set up for peering of ISPs among themselves, for the purpose of routing domestic
effectiveness of NIXI              traffic within the country, instead of taking it all the way to US/ abroad.
DOT and TRAI Directives        During the course of the year, TRAI and the DoT issued a number of directives to all
                               telecom service providers. The salient ones amongst these are:
                               z    Inter-Service-Area connectivity
                               z    Information to customers about complete details of the tariff plan
                               z    Provision of Interconnection
                               z    Charges for Value Added Services (VAS) and Premium Rate Services
                               z    Formats for Publication/ Advertisement of subscriber tariff
                               z    Tariff plans with misleading titles
                               z    Implementation of Carrier Selection.
                                                                                                                                  52
 2.   OPPORTUNITIES AND THREATS                                      our competitive position and focus on customer delight,
                                                                     we believe we are well positioned to attract subscribers
 2.1. Opportunities
                                                                     presently on other networks, as and when number portability
 A strong economy and a growing market
                                                                     gets introduced in the market.
 The Indian telecommunication industry is amongst the fastest
                                                                     2.2. Threats
 growing telecom markets in the world and is poised to deliver
                                                                     Regulatory decisions and changes
 solid growth as a result of several economic reforms that
 have lead to strong GDP growth pegged at approximately              On the regulatory front, reduction in the entry fee and the
 8.1% for FY 2006. Increasing per capita income supported by         annual license fee for National Long Distance and
 increased consumption is resulting in a greater-than-               International Long Distance (ILD), combined with the
 proportionate impetus for telecom growth. As India still            impending implementation of Carrier Access Code (CAC)
 remains one of the lowest penetrated markets, it is one of the      would lead to greater competition in the Long Distance
 most attractive telecom markets in the world today.                 segment. The implementation of Carrier Access Code would
                                                                     make it easier for customers to choose their long distance
 New technologies and paradigms
                                                                     carrier, regardless of the access provider.
 The trend towards adoption of Next Generation Networks
                                                                     We, however, believe that given our focus on offering value-
 (NGN) is global and the discussions in India are still at a
                                                                     for-money services to consumers, we would stand to gain
 preliminary stage. Bharti will partake in the discussions
                                                                     from the introduction of CAC.
 regarding the feasibility, and the model for adopting 3G and
 other NGN related technologies in the Indian context.               Introduction of number portability may impact our
                                                                     business
 Technologies like Triple Play, wherein a single cable can deliver
 voice, data, video on demand and IPTV provide us with a             Number portability can lead to high customer attrition rate,
 unique opportunity as we are an integrated player and are           as the inability to retain a telephone number is currently a
 well positioned to deliver this service.                            significant exit barrier for a customer in the intensely
                                                                     competitive Indian market. We may experience increased
 Strong strategic partnerships
                                                                     price competition as operators seek to retain or attract
 We have strong strategic alliances with SingTel, and
                                                                     subscribers as well as incur an increased acquisition cost per
 Vodafone, both of whom have invested in the equity capital
                                                                     subscriber.
 of our Company. Our alliances provide us access to
                                                                     In addition, if we are required to offer number portability,
 technological know-how as well as best practices to enhance
                                                                     we will need to invest in implementation and maintenance
 customer experience. We will continue to leverage the
                                                                     of complex back-end support systems, which will increase
 strengths of our partners and benefit from their experience
                                                                     our capital expenditure and expenses. However, given our
 and know-how.
                                                                     focus on customer delight, our presence in all circles as an
 Introduction of number portability
                                                                     integrated telecom operator and our emphasis on network
 Number portability would allow customers to retain their
                                                                     enhancement and expansion, we believe that we would
 telephone numbers even after switching service providers
                                                                     benefit from introduction on number portability.
 or networks. We believe that companies with better service
                                                                     Increased competition may reduce market share
 delivery and customer care platforms stand to gain over
                                                                     and/or revenue
 their competitors. Extensive network coverage, coupled with
 aggressive pricing and innovative products and services             Bharti Airtel is the only private GSM operator having an all-
 would help in gaining a larger share of the market. Given           India footprint. The Company is the market leader in the
53
wireless space based on the number of customers. With the          were subscribing to broadband (DSL) services. During the
new foreign entities entering the Indian market through their      financial year FY 2005-06, we added 489,478 customers
investments in the current operators, the financial strength       registering a growth of 57% over the previous year.
of these players is likely to increase. Also, few of our
                                                                   Broadband & Telephone Services recorded gross revenues
competitors are likely to raise funds either through private
                                                                   of Rs. 15,075 million for the year ended March 31, 2006,
equity, borrowing or from public listings. They are likely to
                                                                   showing a growth of 33% year on year. The earnings before
plough back funds to expand network and provide greater
                                                                   interest and tax was Rs. 606 million for the financial year
quality of service. This may lead to a downward pressure on
                                                                   2005-06 as compared with Rs. 1,442 million in the previous
both customer and revenue market share.
                                                                   year. This reduction was attributable to the rollout of services
3.   SEGMENT WISE PERFORMANCE                                      in 38 new cities during the financial year 2005-06.
During the financial year, we added 8,594,928 mobile 3.2.2.1 Enterprise Services (Carriers)
customers on our networks, to end the year with a mobile           1.   The Company complements its Mobile and Broadband
customer base of 19,579,208. We have maintained our                & Telephone Services with national and international long
leadership in terms of wireless subscribers and have               distance services. It has approximately 32,900 route
improved our wireless subscriber market share from 21.2%           kilometres of optic fibre on its national long distance network
as at March 31, 2005 to 21.8% as at March 31, 2006.                as at March 31, 2006. For international connectivity to the
                                                                   East, it has a submarine cable landing station at Chennai,
Of our 19,579,208 mobile customers as at March 31, 2006,
                                                                   which connects the submarine cable (owned by an associate
post-paid customers contributed 17.3% to the overall
                                                                   company) between Chennai and Singapore. For international
customer base, while the prepaid customers contributed
                                                                   connectivity to the West, it is a member of the South East
the balance 82.7%. During the financial year ended March
                                                                   Asia-Middle East-Western Europe – 4 (SEA-ME-WE-4)
31, 2006, our share of 8,594,928 net additions was 22.7%
                                                                   consortium jointly with 15 other global telecom operators,
of the all-India wireless subscribers net additions.
                                                                   and have commissioned the fourth generation cable system.
The Mobile Services business recorded gross revenues of
                                                                   SEA-ME-WE-4 supports telephone, internet, multimedia and
Rs. 83,095 million for the year ended March 31, 2006,
                                                                   various other broadband and data applications.
showing a growth of 50% year on year. The earnings before
                                                                   The division recorded gross revenues of Rs. 24,674 million
interest and tax was Rs. 16,854 million for the financial year
                                                                   for the year ended March 31, 2006, demonstrating a growth
2005-06 as compared with Rs. 10,385 million in the previous
                                                                   of 32% year on year. The earnings before interest and tax
year, representing a year on year growth of 62%.
                                                                   was Rs. 7,794 million for the financial year 2005-06 as
3.2. Non-Mobile Services
                                                                   compared with Rs. 4,716 million in the previous year.
Non-Mobile Services comprises of Broadband & Telephone
                                                                   3.2.2.2 Enterprise Services (Corporates)
Services and Enterprise Services. Enterprise Services is further
                                                                   The Enterprise Services business unit provides secure,
divided into two sub-business units, i.e. Enterprise Services–
                                                                   scalable, seamless, reliable and customized integrated
Carriers (Long Distance) and Enterprise Services–Corporates.
                                                                   solutions of voice and data communications for corporate,
3.2.1 Broadband & Telephone Services                               small and medium scale enterprises.
Broadband (DSL) and telephone (fixed line) services are            The unit recorded gross revenues of Rs. 6,933 million for the
provided in 90 cities across India. We had 1,346,740               year ended March 31, 2006, demonstrating a growth of
customers as on March 31, 2006 of which 23.4% (315,729)            28% year on year. The earnings before interest and tax was
                                                                                                                                  54
 Rs. 1,762 million for the financial year 2005-06 as compared       Technical failures and natural disasters could damage
 with Rs. 2,284 million in the previous year.                       our telecommunication networks.
We have consistently been the first to market with many fail to be cost effective or are not accepted by customers,
successful and innovative products that add to superior our ability to remain competitive could be affected.
 customer experience and satisfaction. For instance, we             We have prudently deployed new technologies after
 introduced a validity free world in India.                         assessing the experience of our international partners in the
We firmly believe that we will continue to provide unique deployment process before choosing to do so ourselves.
 and innovative products and services to our customers that         Skilled manpower and talent.
 will help us further consolidate our market leadership.
                                                                    The growth of the Indian economy has led to an increased
 5.   RISKS AND CONCERNS                                            requirement for talented managerial personnel. We believe
Our business is subject to extensive regulation by the that talented manpower is a key strength. Given the track
Government, which could have an adverse effect on record and success of our employees, other companies often
Our business units compete with government-owned or As a retention strategy, the company has issued ESOPs.
government controlled companies. The regulatory Further, in order to mitigate the risk we place considerable
environment may tend to benefit them over the private emphasis on development of leadership skills and on building
We, however, do not perceive adverse changes in the 6. INTERNAL CONTROL SYSTEMS
 regulatory environment. We are confident that the                  The Company has in place adequate systems of internal
 government will continue to ensure a level playing field for       controls commensurate with its size and nature of its
 all operators keeping the customers’ best interest in mind.        operations. These have been designed to provide reasonable
55
assurance with regard to recording and providing reliable          was at Rs. 40,006 million, up by 42% while Profit before tax
financial and operational information, complying with              was Rs. 23,455 million up by 48% from the previous year.
applicable statutes, safeguarding assets from unauthorized
                                                                   Net profit for the year was Rs. 20,279 million, a growth of
use or losses, executing transactions with proper
                                                                   67% over the previous year.
authorizations and ensuring compliance with corporate
policies.                                                          8.   MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
The Company has a well-defined delegation of power with With the ongoing economic growth in India and increasing
authority limits for approving all expenses and transactions. competitiveness in the services sector, it was imperative to
There are formalized processes laid down for review of the align our structures, systems and processes with our vision.
actuals vs the budgets and annual and long-term business To capitalize on diverse opportunities in the telecom sector,
plans. The Company has implemented an Enterprise Resource all our business lines have been structurally synergized to
Planning (ERP) system to connect financial information of          provide the ‘One Airtel’ experience. This not only ensures
different locations for efficient exchange of information and      enhanced sustainability and scalability for future business
is continuing to align its processes and controls.                 opportunities but also leverages our diverse strengths to
                                                                   address prospective competitive challenges. To align people
The Corporate Audit Group is responsible for performing
                                                                   capabilities with the revamped organizational design, the
regular internal audit reviews to ensure adequacy of the
                                                                   Company has developed a comprehensive leadership
internal control systems and adherence to management
                                                                   competency framework. Further, in order to ensure seamless
policies and statutory requirements. These audits are
executed as per an Internal Audit Plan, which is based on          structural transition and account for enhanced job
assessment of major risks faced by the Company and is responsibilities in the current context the Company is
approved by the Audit Committee. In line with best practices, conducting a detailed job evaluation exercise. This will
the planning and execution of the internal audit is oriented enable validated assessment of various existing/new roles
towards review of controls in various operational and within the Company, provide more clarity to the job
financial areas critical to business – IT, Revenue Assurance, incumbents and in turn support organizational optimization.
Collection Credit and Risk, Network Security, Financial            The Company’s continuing growth, coupled with quantum
Reporting, Procurement etc.                                        developments in the services segments, and transferability
The Corporate Audit Group functionally reports to the Board of skills has resulted in significant risks attributable to talent
Audit Committee and administratively to the Chairman and retention across senior/critical positions. In order to address
Group Managing Director. The Board Audit Committee these risks the Company envisages introducing a talent
periodically reviews the audit plans, as well as observations assessment process to develop and recognize exemplary
of both internal and statutory auditors.                           leaders. The Company also plans to introduce a targeted
                                                                   retention plan for senior/critical employees by providing
7.   DISCUSSION ON FINANCIAL PERFORMANCE
                                                                   stock options based on performance of these employees.
For the year ended March 31, 2006, the Company had
consolidated gross revenues of Rs. 117,255 million, a growth       A combination of these structural and systematic human
of 44% year on year. Earnings before Interest, Tax, Depreciation resource measures would ensure that the Company realizes
& Amortisation or EBITDA were Rs. 42,250 million, a growth its vision of ‘being targeted by top talent’ and
of 38% over the previous year. Cash profit from operations simultaneously fulfill its growth agenda.
                                                                                                                                    56
                               Report on corporate governance
 Corporate governance refers to a blend of law, regulation and voluntary practices that is able to attract capital and talent,
 enable the organization to perform efficiently and ethically, generate long-term wealth and value for all its stakeholders and
 respect the interests of society as a whole.
At Bharti Airtel Limited we believe in, and abide by, the following principles of effective corporate governance:
 z    Accountability, supported by robust internal processes of management oversight and control for monitoring of performance
      and risk;
 z    Balancing the enforcement and protection of the rights of all stakeholders, thus creating wealth and value in the long-
      term;
 z    Independence of directors in reviewing and approving corporate strategy, major business plans and activities as well as
      senior management appointments;
 z    Well defined corporate structure that establishes checks and balances and delegates decision making to appropriate
      levels in the organization.
 The implementation of Clause 49 of the Listing Agreement with the stock exchange will undoubtedly raise the standards of
 corporate governance in India. However, regulatory directives and enforcement will not be sufficient to create a best in class
 transparent organization. We believe that establishing trust with our customers, investors, employees, business partners,
 shareholders and the public at large requires that we go beyond regulatory compliance and adopt a culture and process for
 credible self-regulation that transcends mere form.
 The earlier awarded highest Governance and Value Creation (GVC) rating viz. ‘CRISIL GVC Level 1’ by CRISIL, has been
 reaffirmed once again this year. This clearly indicates our capability to create wealth for all our stakeholders, while preserving
 the highest standards of ethics and governance. We acknowledge that corporate governance is a continuing process of
 increasing the levels of governance and we endeavor to establish and benchmark ourselves with industry’s best practices to
 ensure that our commitment to stay at the highest level is maintained.
Governance structure
 The Chairman and Managing Director of Bharti Airtel is supported by two Joint Managing Directors, by the President of Bharti
 Airtel and by a number of Corporate Directors to ensure the highest corporate governance standards, and to aid in designing
 future strategy for the Company.
 The Bharti Airtel organization is structured in three Strategic Business Units, i.e. Mobile Services, Broadband & Telephone
 Services (B&TS), and Enterprise Services headed by three Joint Presidents who report directly to the President.
 The President’s Office is provided the highest level of functional expertise and delivery, by functions such as Finance & Business
 Integration, IT & Innovation, Marketing & Communication, Networks, Human Resources, Customer Service Delivery, Legal &
 Regulatory, Supply Chain and Content Factory.
The principles of corporate governance in Bharti Airtel are practiced at multiple levels, which are interlinked with each other:
57
b)     Strategic design – by the senior management;
d)     Operations management – by the management boards of the three Strategic Business Units, assisted by their respective
       circle Executive Committees. There are twenty three circles in the Company, each with its own Executive Committee,
       comprising of functional heads of divisions for day-to-day management and decision making;
i. Strategic supervision can be conducted by the Board based on independent judgment, thereby increasing accountability;
ii. Strategic design outlines the Company’s strategy for future growth;
iii.   Strategic control and implementation activities have a clear focus on specific business areas, and on achieving synergies
       with cross-business linkages, while maintaining a culture of customer centricity and meritocracy in the Company;
iv.    Operations management of the strategic business units remains focused on enhancing the efficiency and effectiveness
       of the respective businesses; and
v.     Technology management concentrates on assessing emerging trends of technology, and achieves consensus on future
       technology initiatives and action plans.
Our governance structure and process helps in clearly determining the responsibilities and entrusted powers of each of the
business entities, thus enabling them to perform those responsibilities in the most effective manner. It also allows us to
maintain our focus on the vision, mission and values we have defined, besides enabling effective delegation of authority and
empowerment at all levels.
BOARD OF DIRECTORS
The business of the Company is conducted by the management, under the direction of the Board, which oversees its
performance. The Board currently comprises of eighteen members, fifteen of whom are non-executive. A resume of each of
our directors is available on the website of the Company at www.bhartiairtel.in.
Sunil Bharti Mittal is the Executive Chairman, CEO and Managing Director. In accordance with the stipulations of the revised
Clause 49 of the Listing Agreement half of the Board members are independent directors, as is illustrated by the below graph.
The table sets out the names of directors, status and number of directorships held in other companies.
                                                                                                                    83%
       83%                                        50%
                                                                             50%
17%
17%
                                                                                                                               58
     Name of the Director                 Category                            Number of Directorships1 and Committee2
                                                                                  Memberships & Chairmanships
                                                                            Directorships    Memberships Chairmanships
 1.      The directorships held by the directors, as mentioned above, do not include the directorships held in foreign companies,
         private limited companies and companies under Section 25 of the Companies Act.
 2.      The committees considered for the purpose are those prescribed under Clause 49(I)(C)(ii) of the Listing Agreement(s) viz.
         Audit Committee and Shareholders/Investors Grievance Committee of Indian Public Limited Companies.
 3.      William Thomas Morrow, Gavin John Darby, Ajay Lal and Syeda Bilgrami Imam were appointed as additional directors on
         the Board w. e. f. January 23, 2006. William Thomas Morrow has resigned from the Board effective
         April 27, 2006.
 4.      York Chye Chang and Arun Bharat Ram were appointed as directors on the Board w.e.f. March 31, 2006 to fill the casual
         vacancies caused due to resignation of Lim Toon and Lung Chien Ping respectively.
 5.      Lim Toon, non-executive director and Lung Chien Ping, independent director resigned from the Board effective February
         24, 2006.
6. Paul Donovan was appointed as an additional director on the Board w. e. f. April 27, 2006.
 All our directors have professional skills and experience in different and complementary fields. They have proven judgment
 and competence in understanding and guiding the company’s performance and strategy. The present strength and composition
 of the Board reflects the diverse nature of the business environment in which we operate. The Board reviews its strength and
 composition from time to time to ensure it remains aligned with the requirements of the business.
 None of the non-executive directors hold any equity shares in the Company, save for Bashir Currimjee, who – through a relative
 – holds 700 shares.
59
Independent directors
The independence of a director is determined by the criteria stipulated under the revised Clause 49 of the Listing Agreement
as set out below.
None of the independent directors
a)   apart from receiving his/her remuneration, has any material pecuniary relationships or transactions with the Company, its
     promoters, its directors, its senior management or its holding company, its subsidiaries and associates that may affect
     independence of the director;
b)   is related to promoters or persons occupying management positions at the Board level or at one level below the Board;
c)   has been an executive of the Company in the immediately preceding three financial years;
d)   is a partner or an executive or was a partner or an executive during the preceding three years, of any of the following:
     i.    the statutory audit firm or the internal audit firm that is associated with the Company, and
     ii.   the legal firm(s) and consulting firm(s) that have a material association with the Company.
e)   is a material supplier, service provider or customer or a lessor or lessee of the Company, which may affect independence
     of the Director; and
f)   is a substantial shareholder of the Company i.e. owning two percent or more of the block of voting shares.
We follow a process of self-certification by directors for ensuring that the criteria are fully met and the certificates are tabled
before the Board.
Meeting of independent directors and Lead independent director
All independent directors meet separately prior to the commencement of all Board meetings, without the presence of any
executive directors or representative of management to discuss and form an independent opinion on the agenda items and
other Board related matters. Mr. Bashir Currimjee has been designated as the Lead independent director. The role of the Lead
independent director is to:
z    preside over all executive sessions of the independent directors;
z    provide objective feedback of the independent directors as a group to the Board on various matters including agenda
     and other items;
z    undertake such other assignments as may be requested by the Board from time to time.
Number of Board Meetings
During the year 2005-06, the Board met four times, on
z    April 28 and 29, 2005
z    July 26 and 27, 2005
z    October 27, 2005 and
z    January 23 and 24, 2006
The time gap between two meetings was not more than 4 months. The calendar for Board and Committee meetings is fixed
in advance for the whole year. Meetings are generally held at the registered office of the Company in New Delhi, though a few
meetings are held in other cities and/or locations for logistical reasons.
Information available to the Board
The Board has complete access to all the relevant information within the Company, and to all our employees. The information
regularly supplied to the Board specifically includes:
z    Annual operating plans, budgets and any updates therein;
z    Capital budgets and any updates therein;
z    Quarterly results for the Company and its operating divisions or business segments;
z    Minutes of meetings of Audit Committee and other Committees of the Board;
z    Information on recruitment/remuneration of senior officers just below Board level;
z    Material show cause, demand, prosecution notices and penalty notices, if any;
z    Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems, if any;
z    Any material default in financial obligations to and by the Company or substantial non-payment for services provided by
     the Company;
z    Any issue, which involves possible public or product liability claims of substantial nature, if any;
                                                                                                                                  60
 z       Details of any joint venture or collaboration agreement;
 z       Transactions involving substantial payment towards goodwill, brand equity or intellectual property;
 z       Significant labour problems and their proposed solutions, if any. Any significant development in human resources/
         industrial relations front like signing of wage agreement, implementation of voluntary retirement scheme etc. if any;
 z       Sale of material nature, of investments, subsidiaries, assets, which is not in the normal course of business;
 z       Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse
         exchange rate movement, if material;
 z       Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service;
 z       Various dislosures;
 z       All proposals requiring strategic decisions;
 z       Regular business updates.
 The above information is generally provided as part of the agenda papers of the Board meeting and/or is placed at the table
 during the course of the meeting. The President and other senior management staff are also invited to the Board meetings to
 present reports on the Company’s operations and internal control systems.
 The Company Secretary, in consultation with the Chairman, prepares the agenda. All Board members are at liberty to suggest
 agenda items for inclusion. The detailed agenda is sent to the members a week before the Board meeting date. Board meetings
 are held quarterly to coincide with the announcement of quarterly results and Committee meetings are held on the same dates
 as Board meetings.
 Attendance of directors in the Board meetings and AGM
                                                               No. of Board
                                                                meetings                         Attendance at last AGM
     Name of director                                   Held              Attended             held on September 6, 2005
61
Code of Conduct
The Board has laid down a Code of Conduct for all directors and senior management staff of the Company, which is also
available on the website of the Company www.bhartiairtel.in. All directors and members of the senior management, that
includes company executives who report directly to the Chairman and executive directors, have affirmed their compliance
with the said Code. A declaration signed by the Chief Executive Officer to this effect is appended as Annexure B at the end of
this report. Employees of the Company also confirm compliance with the Code of Conduct that is applicable for all employees.
In compliance with the Listing Agreements (both mandatory and non-mandatory) and the SEBI Regulations, the Board has
constituted the following statutory committees, viz.:
1. Audit Committee
AUDIT COMMITTEE
As on March 31, 2006, the Audit Committee comprises of nine members, two-thirds (6 members) of which are independent
directors. The Chairman of the Audit Committee is an independent director. The majority of the Audit Committee members,
including the Chairman, N. Kumar, have accounting and financial management expertise.
The Chief Internal Auditor, Group CFO and the representative of the Statutory Auditors are permanent invitees to the Audit
Committee. The Company Secretary acts as the secretary of the Committee.
z    Oversight of the Company’s financial reporting process and the disclosure of its financial information, to ensure that the
     financial statements are true and accurate and provide sufficient information;
z    Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of the
     statutory auditor and the fixation of their audit fees;
z Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
z    Reviewing, with the management, the annual financial statements before submission to the Board for approval, with
     particular reference to:
     a)   Matters required to be included in the Director’s Responsibility Statement, which form part of the Board’s report in
          terms of Clause (2AA) of Section 217 of the Companies Act, 1956;
b) Changes, if any, in accounting policies and practices and reasons for the same;
c) Major accounting entries involving estimates based on the exercise of judgment by management;
d) Significant adjustments made in the financial statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to financial statements;
z Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
z    Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
     systems;
z    Reviewing the adequacy of the internal audit function, including the structure of the internal audit department, staffing
     and seniority of the official heading the department, availability and deployment of resources to complete their
     responsibilities and the performance of the outsourced audit activity;
                                                                                                                              62
 z    Discussion with internal auditors with respect to the coverage and frequency of internal audits as per the annual audit
      plan, nature of significant findings and follow up thereof;
 z    Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
      or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
z Obtaining an update on the risks management framework and the manner in which risks are being addressed;
 z    Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
      discussion to ascertain any area of concern;
 z    Reviewing the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of
      non-payment of declared dividends) and creditors, if any;
z Reviewing the functioning of the whistle blower mechanism and the nature of complaints received by the Ombudsman;
z Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
 The Audit Committee also specifically reviews the un-audited/audited quarterly financial results of the Company before these
 are submitted to the Board for approval. Minutes of each Audit Committee meeting are placed before the Board for noting.
z Investigate any activity within its terms of reference and to seek any information it requires from any employee;
 z    Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience
      and expertise, when considered necessary.
 We have instituted internal processes and systems to ensure that the Audit Committee has access to all the material information,
 and reviews on a regular basis the following:
z Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
 z    Management certificates on internal controls and compliance with laws and regulations, including any exceptions to
      these;
z The appointment, removal and terms of remuneration of the Chief Internal Auditor;
z The financial statements, in particular the investments, if any, made by the unlisted subsidiary companies.
The Audit Committee is also presented with the following information on related party transactions (whenever applicable):
z A statement in summary form of transactions with related parties in the ordinary course of business;
z Details of material transactions with related parties, which are not in the normal course of business;
 z    Details of material transactions with related parties or others, which are not on an arm’s length basis accompanied by
      management’s justification for the same.
63
The time gap between any two meetings was less than four months. The composition of the Audit Committee as at March 31,
2006 and the attendance of members at the meetings is given below:
Two-third of the Audit Committee members are independent directors, according to the definition laid down in the Clause 49
of the Listing Agreement with the relevant stock exchanges.
The management is responsible for the Company’s internal controls and financial reporting process. The statutory auditors are
responsible for performing an independent audit of the Company’s financial statements in accordance with the Indian GAAP
(Generally Accepted Accounting Principles) and for issuing a report thereon. The Company also has in place an internal audit
group responsible for reviewing all the operations of the Company to evaluate the risks, internal controls and governance
processes.
The Audit Committee is responsible for ensuring the proper discharge of the above noted responsibilities of management and
auditors. It is also responsible for overseeing the processes related to the financial reporting and information dissemination.
In this regard the Committee discussed with the Company’s internal auditors and statutory auditors the overall scope and plan for
their respective audits. The Committee also discussed the results of their examinations, their evaluation of the Company’s internal
controls and the overall quality of financial reporting. The management presented to the Committee, the Company’s financial
statements and also affirmed that the Company’s financial statements had been drawn up in accordance with the Indian GAAP.
The Committee has also reviewed the internal controls put in place to ensure that the accounts of the Company are properly
maintained and that the accounting transactions are in accordance with prevailing laws and regulations. Based on its review
and discussions conducted with the management and the statutory auditors, the Audit Committee believes that the Company’s
financial statements are in conformity with Indian GAAP.
The Committee has recommended to the Board, the re-appointment of M/s. Price Waterhouse, Chartered Accountants as
statutory auditors of the Company.
In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the Audit
Committee’s Charter.
N. Kumar
Chairman, Board Audit Committee
                                                                                                                                  64
 HUMAN RESOURCE (HR) COMMITTEE
 In compliance with the non-mandatory requirements of Clause 49 of the Listing Agreement, we have constituted a
 Remuneration Committee (which is known as HR Committee).
 The Committee comprises of six non-executive directors, out of which three members including the Chairman of the committee
 Donald Cameron, are independent directors. The Company Secretary acts as the secretary of the Committee.
 z       Compensation (including salaries and salary adjustments, incentives/benefits bonuses, stock options) and performance
         targets for the Chairman and Managing Director (CMD) and Joint Managing Director (JMDs);
 z       Other key issues/matters as may be referred by the Board or as may be necessary in view of Clause 49 of the Listing
         Agreement or any statutory provisions.
The composition and members’ attendance at the Committee meetings is presented below:
 2.      Appointed as member of the HR Committee w.e.f. January 23, 2006. He has subsequently resigned from the Board
         effective April 27, 2006.
 The remuneration paid to executive directors viz. Sunil Bharti Mittal - Chairman and Managing Director, Rajan Bharti Mittal and
 Akhil Gupta – Joint Managing Directors is reviewed by the HR Committee and approved by the Board of directors and the
 shareholders of the Company. The performance linked incentives paid to the executive directors are based on the performance
 of the Company as well as that of the directors as reviewed by the Remuneration/HR Committee and approved by the Board.
 The non-executive directors representing the key shareholders, namely Bharti Telecom Ltd., SingTel and Vodafone are not
 entitled to any remuneration or reimbursement of any expenses in terms of the shareholders’ agreements executed amongst
 themselves. The independent non-executive directors are paid sitting fees within the prescribed limits for the Board/Committee
65
meetings attended by them. Further a commission, duly approved by the shareholders, not exceeding 1% of the net profit of
the Company for the year calculated as per the Companies Act, 1956 is also payable to the non-executive independent
directors. As a matter of better corporate governance, the Board of directors in its meeting held on January 23-24, 2006 has
approved and adopted a policy on all payments including sitting fees, commissions, reimbursement of expenses etc. to
independent directors. Compensation of the non-executive independent directors is linked with the number of meetings
attended by the respective director during the year.
The key responsibilities of the ESOP Compensation Committee includes the following:
The composition and members’ attendance at the Committee meetings is presented below:
The Shareholders/Investors Grievance Committee of the Board oversees redressal of shareholders’/investors’ complaints on
various matters like transfer of shares, non-receipt of annual reports and other such issues.
The meetings of the Committee are generally held on monthly basis, to review and ensure that all investor grievances are
redressed within a period of 7-10 days from the date of receipt of complaint. These, however, do not include complaints/
requests, which are constrained by legal impediments/procedural issues.
The Committee comprises of three members. Rakesh Bharti Mittal, the non-executive director is the Chairman of the Committee.
The attendance of members at the meetings of Investors’ Grievance Committee held during the past financial year is as under:
                                                                                                                           66
     Member Director                            Category                                            No. of Meetings
                                                                                             Held                Attended
 During the past financial year, the complaints received by us were general in nature, which include issues relating to the
 change of address, non-receipt of shares, refund orders etc. All these complaints/queries were resolved to the satisfaction of
 investors. Details of the same are as follows:
TOTAL 23 23 0
 The above table does not include the responses furnished by us on clarifications sought by stock exchanges from time to time
 on various market related information.
 We have processed and completed all requests for share transfers and other related matters except those which are disputed
 and sub-judice.
 Subsidiary companies
 The revised Clause 49 defines a ‘material non-listed Indian subsidiary’ as an unlisted subsidiary, incorporated in India, whose
 turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively,
 of the listed holding company and its subsidiaries in the immediately preceding accounting year:
67
2.        2003-04 – Annual General Meeting held on August 20, 2004:
          a)   Authorising the payment of commission to non-executive directors of the Company not exceeding 1% of the net
               profits of the Company in each financial year;
          a)   Authorising the Board for voluntary de-listing of the existing equity shares of Rs. 10/- each, from The Delhi Stock
               Exchange Association Limited (DSE);
          b)   Authorising the Board to make loans to, or furnish guarantees or provide securities on behalf of Bharti Cellular
               Limited (BCL), an erstwhile subsidiary of the Company upto an aggregate amount of Rs. 67,000 mn; and
          c)   Authorising the Board to make loans to, or furnish guarantees or provide securities on behalf of Bharti Infotel
               Limited (BIL), an erstwhile subsidiary of the Company upto an aggregate amount of Rs. 40,000 mn.
Postal Ballot
During the year under review, in pursuance of Section 192A of the Companies Act, 1956 and Companies (Passing of the
Resolution by Postal Ballot) Rules, 2001, we have conducted three postal ballots for seeking approval of the shareholders by
way of special resolution. M/s. S. K. Jain, Chartered Accountants, New Delhi were appointed as scrutiniser. The results of the
postal ballot were published in Business Standard (English Daily) and Jansatta (Hindi newspaper). The summary of the results
was as follows:
               Date of
     S.        declaration       Particulars of the                              Total valid         In favour         Against
     No.       of results        resolution passed                                    Votes                (%)             (%)
     3.        22.03.06          For change in the name of the Company         1386490710        1386488680              2030
                                 from Bharti Tele-Ventures Limited to            (100.00%)         (99.999%)        (0.0001%)
                                 Bharti Airtel Limited
We believe that the postal ballot system allows for more participation of shareholders located in various parts of the country,
who would normally not attend and vote at general meetings held in New Delhi.
Disclosures
          The required statements/disclosures with respect to the related party transactions, if any are duly made to the Audit
          Committee on a quarterly basis in terms of Clause 49(IV)(A) and other applicable laws. For the financial year ended
          March 31, 2006, there were no transactions of material nature with the related party which are not in the normal course
          of business.
          Further for the financial year ended March 31, 2006 there no material individual transactions with related parties or
          others, which were not on an arm’s length basis.
The related party transactions have been disclosed under Note 28 of Schedule 23 forming part of the Annual Accounts.
                                                                                                                                 68
 ii     Details of non-compliance with regard to capital market
        There have been no instances of non-compliances by us and no penalties and/or strictures have been imposed on us by
        stock exchanges or SEBI or any statutory authority on any matter related to the capital markets during the last three years.
        We have implemented an Ombudsman Policy (includes Whistle Blower Policy), which outlines the method and process
        for stakeholders to voice genuine concerns about unprofessional conduct that may be in breach of our Code of Conduct
        for employees. The policy aims to ensure that genuine complainants can raise their concerns in full confidence, without
        any fear of retaliation or victimizations. The Corporate Ombudsman administers a formal process to review and investigate
        any concerns raised, and undertakes all appropriate actions required to resolve the reported matter. Depending on the
        gravity of the concern, the Ombudsman constitutes a meeting of the Code Compliance Committee to undertake a full
        investigation, which may involve both internal and external investigative bodies. Instances of serious misconduct dealt
        with by the Ombudsman and the Code Compliance Committee are reported to the Audit Committee. Members of this
        Committee comprise the Ombudsman as Convenor, the Chief Internal Auditor, Corporate Director HR and the General
        Counsel and Company Secretary. No employee of the Company has been denied access to this policy.
        There is no deviation in following the treatments prescribed in any Accounting Standard (AS) in the preparation of
        financial statements of the Company.
We have created a Risk Management Framework, key elements of which are as follows:
z A risk register, which lists key risks faced by the organization, and their mitigating controls;
z A methodology for rating these risks for their implications and probability of occurrence;
        z    A methodology for evaluating the mitigating controls through an evaluation mechanism built in the Company’s
             internal audit programme;
        z    A process of communicating the risks through a risk matrix to the senior management and the Board Audit
             Committee;
        The key elements of this framework are in place at the corporate level and the Company is currently in the process of
        extending this further down the organization so as to eventually achieve a comprehensive enterprise wide risk management
        framework.
        For the financial year ended March 31, 2006, a total of Rs. 7,10,000/- were paid as sitting fee and a provision of
        Rs. 98,98,350/- has been made for payment of commission to all non-executive independent directors.
69
      The details of the remuneration paid to all directors during the last financial year is as under:
Actual payment shall be subject to applicable laws and deduction of tax at source, wherever applicable.
      The Company has entered into contracts with the three executive directors each dated October 1, 2001. These are based
      on the approval of shareholders granted in their meeting held on September 25, 2001. There are no other contracts with
      any other director. No notice period or severance fee is payable to any director.
viii. Management
      Detailed report on Management Discussion and Analysis (MDA) forms part of the Directors’ Report. We have a system in
      place whereby senior management makes disclosures on quarterly basis to the Board relating to all material financial and
      commercial transactions, where they have personal interest that may pose a potential conflict with the interest of the
      Company at large.
      The certificate required under Clause 49(V) of the listing agreement duly signed by the CEO and CFO has been given to
      the Board and the same is annexed as Annexure A.
                                                                                                                              70
 x.   Details of compliance with mandatory requirements and adoption of non-mandatory requirements of Clause
      49 of the Listing Agreement
                                                                                                                 Compliance
                                                                                       Clause of Listing             Status
      Particulars                                                                           agreement               Yes/No
      I.    Board of directors                                                                       49 I
            (A) Composition of Board                                                              49(IA)                  Yes
            (B) Non-executive directors’ compensation and disclosures                            49 (IB)                  Yes
            (C) Other provisions relating to Board and Committees                                49 (IC)                  Yes
            (D) Code of Conduct                                                                  49 (ID)                  Yes
      II.   Audit Committee                                                                       49 (II)
            (A) Qualified and Independent Audit Committee                                        49 (IIA)                 Yes
            (B) Meeting of Audit Committee                                                       49 (IIB)                 Yes
            (C) Powers of Audit Committee                                                        49 (IIC)                 Yes
            (D) Role of Audit Committee                                                          49 II(D)                 Yes
            (E)   Review of Information by Audit Committee                                       49 (IIE)                 Yes
      III. Subsidiary Companies                                                                   49 (III)                Yes
      IV.   Disclosures                                                                          49 (IV)
            (A) Basis of related party transactions                                            49 (IV A)                  Yes
            (B) Board disclosures                                                              49 (IV B)                  Yes
            (C) Proceeds from public issues, rights issues, preferential issues etc.           49 (IV C)                  N/A
            (D) Remuneration of Directors                                                      49 (IV D)                  Yes
            (E)   Management                                                                   49 (IV E)                  Yes
            (F)   Shareholders                                                                 49 (IV F)                  Yes
      V.    CEO/CFO Certification                                                                 49 (V)                  Yes
      VI. Report on corporate governance                                                         49 (VI)                  Yes
      VII. Compliance                                                                            49 (VII)                 Yes
      N. Kumar, the Chairman of the Audit Committee could not attend the Annual General Meeting (AGM) held on September
      6, 2005 due to an imminent surgery he had to undergo. However, Akhil Gupta, Joint Managing Director and Audit
      Committee member was present at the AGM to answer shareholder queries.
      Besides complying with all the mandatory requirements of Clause 49, we have a Remuneration Committee of the Board
      (known as HR Committee), which comprises of non-executive directors. The scope of the Committee among other
      things includes consideration and recommendation of remuneration of executive directors. We have also established an
      Ombudsman Policy for employees to report to the management about unethical behavior, actual or suspected fraud or
      violation of the Company’s Code of Conduct. Our objective is to comply with other applicable non-mandatory requirements
      of Clause 49 as well.
Means of communication
 z    The quarterly audited/un-audited results are published in prominent daily newspapers, viz. Business Standard and Jansatta
      (vernacular newspaper) and are also posted on the our website. At the end of each quarter we organize an earnings call
      with analysts and investors, which is also broadcast live on our website, and the transcript is posted on the website soon
      after;
 z    Our financial results are also posted on SEBI’s EDIFAR System and can be viewed on SEBI website www.sebiedifar.nic.in;
 z    Our website address is www.bhartiairtel.in and up-to-date financial results, official news releases, financial analysis
      reports, presentations made to the institutional investors and other general information about the Company are available
      on the website;
z Latest presentations made to the institutional investors are also made available on our website.
71
General Shareholders’ Information
i)      The 11th Annual General Meeting will be held on August 21, 2006 at 3.30 p.m. at Air Force Auditorium, Subroto Park,
        New Delhi – 110 010.
Tentative Schedule:
iii) Book Closure Date: August 12, 2006 to August 21, 2006 (both days inclusive)
iv) We have not recommended any dividend for the financial year 2005-06.
        We have paid listing fees for the year 2006-2007 to both the stock exchanges viz. the Bombay Stock Exchange Limited
        and the National Stock Exchange of India Limited, where our securities are listed.
vi) Stock Market Data for the period April 1, 2005 to March 31, 2006
                                                                                                                            72
                                                               Share Price vs S & P CNX Nifty
                               3300                                                                                                           420
2700 340
2400 300
2100 260
1800 220
                               1500                                                                                                           180
                                      1       2           3        4     5          6           7     8        9        10     11     12
                                                                                        Month
                                                                               Nifty                Bharti
73
                                                                          Bharti Share Price vs BSE Sensex
                                       12000                                                                                                       450
 BSE Sensex (Monthly Average in Rs.)
                                       Our share transfer work is handled by M/s. Karvy Computershare Private Limited (previously Karvy Consultants Limited),
                                       the Registrar and Share Transfer Agent (RTA). Their complete address is as under:
Our shares are traded on the stock exchanges through the depository system. The ISIN of our Scrip is: INE 397D01016.
                                       All requests received by us/RTA for dematerialisation/re-materialisation/transfer are dealt with expeditiously. Share
                                       certificates duly endorsed are issued/transferred to all those shareholders who opt for shares in the physical form.
                                                                                                                                                                                           74
 x)     Categories of shareholding as on March 31, 2006
         S. No.     Category                                                   No. of Shares Held         % of Share Holding
         A.         PROMOTERS’ HOLDING
         1.         Promoters
                    – Indian promoters                                                859,986,028                       45.41%
                    – Foreign promoters                                                         0                        0.00%
         2.         Persons acting in concert                                           1,300,700                        0.07%
                    Sub-Total A                                                       861,286,728                      45.48%
         B.         NON-PROMOTER HOLDINGS
         3.         Institutional Investors
         a)         Mutual Funds and UTI                                                40,674,230                       2.15%
         b)         Banks, Financial Institution, Insurance Companies,                  32,300,424                       1.71%
                    Central/State Government Institutions/
                    Non-Government Institutions
         c)         FII                                                               485,119,934                       25.62%
                    Sub-Total B                                                       558,094,588                      29.47%
         4.         Others
         a)         Private corporate bodies                                           24,137,879                        1.27%
         b)         Indian public                                                      19,136,493                        1.01%
         c)         NRIs/OCBs                                                          15,550,929                        0.82%
         d)         Foreign Companies                                                 409,254,605                       21.62%
         e)         Any other :
                    i) Trusts                                                            4,207,230                       0.22%
                    ii) HUF                                                                247,870                       0.01%
                    iii) Clearing Members (NSDL & CDSL)                                  1,962,982                       0.10%
                    Sub-Total C                                                       474,497,988                      25.05%
                    GRAND TOTAL (A+B+C)                                             1,893,879,304                     100.00%
        We have entered into agreement with both these depositories. Shareholders can open their accounts with any of the
        Depository Participant registered with these depositories.
        z   As on March 31, 2006, our more than 84% shares were held in dematerialized form;
        z   Our equity shares are frequently traded at Bombay Stock Exchange Limited and National Stock Exchange of India
            Limited.
75
                                                                                                          Annexure A
             Chief Executive Officer (CEO)/Chief Financial Officer (CFO) Certification
We, Sunil Bharti Mittal, Chairman and Managing Director and Akhil Gupta, Chief Financial Officer of Bharti Airtel Limited, to
the best of our knowledge and belief hereby certify that:
(a)   We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge
      and belief:
      (i)    these statements do not contain any materially untrue statement or omit any material fact or contain statements
             that might be misleading;
      (ii)   these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
             accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
      are fraudulent, illegal or violative of the Company’s code of conduct.
(c)   We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
      evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have
      disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if
      any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the auditors and the Audit committee:
      (i)    Significant changes in internal control over financial reporting during the year;
      (ii)   Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
             financial statements; and
      (iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
             or an employee having a significant role in the Company’s internal control system over financial reporting.
                                                                                                          Annexure B
                                                       Declaration
This is to confirm that the Company has adopted a Code of Conduct for its Board members and the senior management and
the same is available on the Company’s website.
I confirm that the Company has in respect of financial year ended March 31, 2006, received from the senior management
team of the Company and the members of the Board a declaration of compliance with the Code of Conduct as applicable to
them.
For the purpose of this declaration, the term ‘senior management’ means the direct reportees of the Chairman and Managing
Director, and the Joint Managing Directors.
                                                                                                                                76
 Auditors’ Certificate
 regarding compliance of conditions of Corporate Governance
 We have examined the compliance of conditions of Corporate Governance by Bharti Airtel Limited (‘the Company’), for the
 year ended March 31, 2006, as stipulated in Clause 49 of the Listing Agreements of the said Company with stock exchanges
 in India.
 The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination
 was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of
 the Listing Agreements), issued by the Institute of Chartered Accountants of India and was limited to procedures and
 implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.
 It is neither an audit nor an expression of opinion on the financial statements of the Company.
 In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
 has in all material respects complied with the conditions of Corporate Governance as stipulated in the above mentioned
 Listing Agreement.
 We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
 effectiveness with which the management has conducted the affairs of the Company.
                                                                                                      PRICE WATERHOUSE
                                                                                                     Chartered Accountants
                                                                                                                 U. RAJEEV
                                                                                                                     Partner
                                                                                                   Membership No.: F87191
77
Standalone Financial Statements with Auditors’ Report
Auditors’ Report to the Members of Bharti Airtel Limited (Formerly Bharti Tele-Ventures Limited)
1.   We have audited the attached Balance Sheet of Bharti                     during the year and no material discrepancies
     Airtel Limited, as at March 31, 2006, and the related                    between the book records and the physical
     Profit and Loss Account and Cash Flow Statement for                      inventory have been noticed.
     the year ended on that date annexed thereto, which
                                                                       (c)    In our opinion and according to the
     we have signed under reference to this report. These
                                                                              information and explanations given to us,
     financial statements are the responsibility of the
                                                                              a substantial part of fixed assets has not
     company’s management. Our responsibility is to
                                                                              been disposed of by the company during
     express an opinion on these financial statements based
                                                                              the year.
     on our audit.
                                                               (ii)    (a)    The inventory (excluding stocks with third
2.   We conducted our audit in accordance with the
                                                                              parties) has been physically verified by the
     auditing standards generally accepted in India. Those
     Standards require that we plan and perform the audit                     management during the year. In respect of
     to obtain reasonable assurance about whether the                         inventory lying with third parties, these
     financial statements are free of material misstatement.                  have substantially been confirmed by them.
     An audit includes examining, on a test basis, evidence                   In our opinion, the frequency of verification
     supporting the amounts and disclosures in the financial                  is reasonable.
     statements. An audit also includes assessing the                  (b)    In our opinion, the procedures of physical
     accounting principles used and significant estimates                     verification of inventory followed by the
     made by management, as well as evaluating the overall                    management are reasonable and adequate
     financial statement presentation. We believe that our                    in relation to the size of the company and
     audit provides a reasonable basis for our opinion.                       the nature of its business.
3.   As required by the Companies (Auditor’s Report) Order,            (c)    On the basis of our examination of the
     2003, as amended by the Companies (Auditor’s Report)                     inventory records, in our opinion, the
     (Amendment) Order, 2004, issued by the Central
                                                                              company is maintaining proper records of
     Government of India in terms of sub-section (4A) of
                                                                              inventory. The discrepancies noticed on
     Section 227 of ‘The Companies Act, 1956’ of India (the
                                                                              physical verification of inventory as
     ‘Act’) and on the basis of such checks of the books and
                                                                              compared to book records were not
     records of the company as we considered appropriate
                                                                              material.
     and according to the information and explanations
     given to us, we further report that:                      (iii)   The company has neither granted nor taken any
                                                                       loans, secured or unsecured, that need to be entered
     (i)   (a)   The Company is maintaining proper records
                                                                       into the register maintained under section 301 of
                 showing full particulars including
                                                                       the Act. Accordingly, clauses (iii) (b), (c), (d), (f) and
                 quantitative details and situation of fixed
                                                                       (g) of the Companies (Auditor’s Report) Order, 2003,
                 assets.
                                                                       as amended by the Companies (Auditor’s Report)
           (b)   The fixed assets are physically verified by           (Amendment) Order, 2004 are not applicable to
                 the management according to a phased                  the company for the current year.
                 programme designed to cover all the items
                                                               (iv)    In our opinion and according to the information
                 over a period of three years, which in our
                                                                       and explanations given to us, having regard to
                 opinion, is reasonable having regard to the
                 size of the company and the nature of its             the explanation that certain items purchased are
                 assets. Pursuant to the programme, a                  of special nature for which suitable alternative
                 portion of the fixed assets has been                  sources do not exist for obtaining comparative
                 physically verified by the management                 quotations, there is an adequate internal control
                                                                                                                                78
                system commensurate with the size of the                          where, pursuant to the Rules made by the Central
                company and the nature of its business for the                    Government of India, the maintenance of cost
                purchase of inventory, fixed assets and for the                   records has been prescribed under clause (d) of
                sale of goods and services, except for certain                    sub-section (1) of Section 209 of the Act and are
                general information system controls, which are                    of the opinion that prima facie, the prescribed
                being further strengthened by the management.                     accounts and records have been made and
                Further, on the basis of our examination of the                   maintained. We have not, however, made a
                books and records of the company, and according                   detailed examination of the records with a view
                to the information and explanations given to us,                  to determine whether they are accurate or
                we have neither come across nor have been                         complete.
                informed of any continuing failure to correct
                                                                           (ix)   (a)     According to the information and
                major weaknesses in the aforesaid internal control
                                                                                          explanations given to us and the records of
                system.
                                                                                          the company examined by us, in our
         (v)    According to the information and explanations                             opinion, the company is generally regular
                given to us, there have been no contracts or                              in depositing undisputed statutory dues
                arrangements referred to in Section 301 of the                            including investor education and
                Act during the year to be entered in the register                         protection fund, employees’ state
                required to be maintained under that section.                             insurance, income-tax, wealth tax, service
                Accordingly commenting on transactions made                               tax, customs duty, excise duty and other
                in pursuance of such contracts or arrangements                            material statutory dues as applicable, with
                does not arise.                                                           the appropriate authorities though there
                                                                                          has been a slight delay in a few cases.
         (vi)   The company has not accepted any deposits from
                the public within the meaning of Sections 58A and                 (b)     According to the information and
                58AA of the Act and the rules framed there under.                         explanations given to us and the records of
                                                                                          the company examined by us, the
         (vii) In our opinion, the company has an internal audit
                                                                                          particulars of dues of income-tax, sales-tax,
                system commensurate with its size and nature of
                                                                                          wealth tax, service tax, customs duty, excise
                its business.
                                                                                          duty and cess as at March 31, 2006 which
         (viii) We have broadly reviewed the books of account                             have not been deposited on account of a
                maintained by the company in respect of products                          dispute, are as follows: -
     Name of the Statute           Nature of          Amount          Amount       Period to        Forum where the dispute
                                   the Dues         Disputed       Deposited        which it        is pending
                                                 (in Rs. ‘000)   (in Rs. ‘000)       Relates
     CST / UP Trade                Sales Tax            4,837          4,837            2004-05     Joint Commissioner (Appeal)
     Tax Act, 1948
79
Name of the Statute         Nature of        Amount          Amount     Period to   Forum where the dispute
                            the Dues       Disputed       Deposited      which it   is pending
                                        (in Rs. ‘000)   (in Rs. ‘000)     Relates
CST / UP Trade              Sales Tax            298             298      2003-04   Joint Commissioner (Appeal)
Tax Act, 1948
Punjab General Sales        Sales Tax            611             611      2002-03   Sales Tax Tribunal Punjab
Tax Act
Punjab General Sales        Sales Tax             80                –     2001-02   Dy. Commissioner of Excise &
Tax Act                                                                             Taxation
Delhi Sales Tax Act, 1975 Sales Tax 18,698 3,000 1999-2001 Supreme court
Tamil Nadu General          Sales Tax        10,928            3,773    1999-2001   Appellate commissioner
Sales Tax Act, 1959
                                                                                                                   80
     Name of the Statute        Nature of          Amount          Amount      Period to   Forum where the dispute
                                the Dues         Disputed       Deposited       which it   is pending
                                              (in Rs. ‘000)   (in Rs. ‘000)      Relates
     Finance Act, 1994          Service Tax         2,588                –      2003-04    Commissioner of Central Excise
     (Service Tax Provisions)
     Finance Act, 1994          Service Tax         9,450                –      2003-04    Commissioner of Central Excise
     (Service Tax Provisions)
     Finance Act, 1994          Service Tax        15,502                –      2003-04    Dy. Commissioner of Service
     (Service Tax Provisions)                                                              Tax Mumbai
     Finance Act, 1994          Service Tax           547                –      2003-04    Commissioner of Central Excise
     (Service Tax Provisions)
     Finance Act, 1994          Service Tax         2,358                –      2004-05    Commissioner of Central Excise
     (Service Tax Provisions)
81
Name of the Statute        Nature of          Amount          Amount     Period to   Forum where the dispute
                           the Dues         Disputed       Deposited      which it   is pending
                                         (in Rs. ‘000)   (in Rs. ‘000)     Relates
Finance Act, 1994          Service Tax        13,040             140      2003-04    Dy. Commissioner, Service Tax
(Service Tax Provisions)
Income Tax Act,1961 Income Tax 56,400 22,862 2001-04 Income Tax Appellate Tribunal
Income Tax Act,1961 Income Tax 5,270 – 2002-04 Income Tax Appellate Tribunal
Income Tax Act,1961        Income Tax           4,924               –      2001-05   Commissioner of Income Tax
                                                                                     (Appeals)
Income Tax Act,1961        Income Tax          11,200          11,200      2005-06   Commissioner of Income Tax
                                                                                     (Appeals)
Income Tax Act,1961        Income Tax          81,458          76,980      2002-03   Commissioner of Income Tax
                                                                                     (Appeals)
Income Tax Act,1961        Income Tax         144,409           1,184      2003-04   Commissioner of Income Tax
                                                                                     (Appeals)
Income Tax Act,1961        Income Tax          11,153             642      2001-02   Commissioner of Income Tax
                                                                                     (Appeals)
Income Tax Act,1961 Income Tax 57,628 57,628 1997-98 Income Tax Appellate Tribunal
Income Tax Act,1961 Income Tax 573 573 1995-96 Income Tax Appellate Tribunal
Income Tax Act,1961 Income Tax 117,799 116,780 2000-01 Income Tax Appellate Tribunal
Income Tax Act,1961 Income Tax 81,894 81,894 2001-02 Income Tax Appellate Tribunal
Income Tax Act,1961 Income Tax 6,424 6,424 1998-99 Income Tax Appellate Tribunal
Income Tax Act,1961 Income Tax 4,980 4,980 2002-03 Income Tax Appellate Tribunal
                                                                                                                     82
          The above does not include amounts which have not          (xvii) On the basis of an overall examination of the balance
          been deposited (as explained in Note 4(b) on Schedule              sheet of the company, in our opinion and according
          23 in respect of Sales Tax/ Service Tax, wherein the               to the information and explanations given to us, funds
          Supreme Court has decided in favour of the telecom                 amounting to Rs. 55,874,815 thousand raised on a
          operators, consequent to which the respective                      short term basis (primarily representing capital
          authorities have/are in the process of issuing necessary           creditors) have been used for long-term investment
          orders.                                                            (representing Fixed Assets).
 (x)      The company has no accumulated losses as at March          (xviii) The company has not made any preferential allotment
          31, 2006 and it has not incurred any cash losses in                of shares to parties and companies covered in the
          the financial year ended on that date or in the                    register maintained under Section 301 of the Act
          immediately preceding financial year.                              during the year.
 (xi)     According to the records of the company examined           (xix)   The company has created security or charge in respect
          by us and the information and explanation given to                 of debentures issued and outstanding at the year-
          us, the company has not defaulted in repayment of                  end.
          dues to any financial institution or bank or debenture
                                                                     (xx)    The company has not raised any money by public
          holders as at the balance sheet date.
                                                                             issues during the year.
 (xii)    The company has not granted any loans and advances
                                                                     (xxi)   During the course of our examination of the books
          on the basis of security by way of pledge of shares,
                                                                             and records of the company, carried out in accordance
          debentures and other securities.
                                                                             with the generally accepted auditing practices in India,
 (xiii)   The provisions of any special statute applicable to                and according to the information and explanations
          chit fund / nidhi / mutual benefit fund / societies are            given to us, we have neither come across any instance
          not applicable to the company.                                     of fraud on or by the company, noticed or reported
                                                                             during the year, nor have we been informed of such
 (xiv)    In our opinion, the company has maintained proper
                                                                             case by the management other than 7 cases of
          records of transactions and contracts relating to
                                                                             employee frauds which in the opinion of the
          dealing or trading in shares, securities, debentures
                                                                             management is not expected to be significant, and
          and other investments during the year and timely
                                                                             an instance of misstatement of financial statements
          entries have been made therein. Further, such
                                                                             to the extent of Rs. 1,25,720.61 thousands, which
          securities have been held by the company in its own
                                                                             has been adjusted in the financial statements by
          name or are in the process of transfer in its name,
                                                                             charging it to the Profit and Loss Account as explained
          except to the extent of the exemption granted under
                                                                             in Note 33 of Schedule 23.
          Section 49 of the Act.
                                                                     4.      Further to our comments in the Annexure referred to
 (xv)     In our opinion and according to the information and
                                                                             in paragraph 3 above, we report that:
          explanations given to us, the company has not given
          any guarantee for loans taken by others from banks                 (a)    We have obtained all the information and
          or financial institutions during the year.                                explanations, which to the best of our
                                                                                    knowledge and belief were necessary for the
 (xvi)    In our opinion, and according to the information and
                                                                                    purposes of our audit;
          explanations given to us, on an overall basis, the term
          loans have been applied for the purposes for which                 (b)    In our opinion, proper books of account as
          they were obtained.                                                       required by law have been kept by the company
83
      so far as appears from our examination of those                  prescribed manner the information required by
      books;                                                           the Act and give a true and fair view in
                                                                       conformity with the accounting principles
(c)   The Balance Sheet, Profit and Loss Account and
                                                                       generally accepted in India:
      Cash Flow Statement dealt with by this report
      are in agreement with the books of account;                      (i)     in the case of the Balance Sheet, of the
                                                                               state of affairs of the company as at
(d)   In our opinion, the Balance Sheet, Profit and
                                                                               March 31, 2006;
      Loss Account and Cash Flow Statement dealt
      with by this report comply with the accounting                   (ii)    in the case of the Profit and Loss Ac-
      standards referred to in sub-section (3C) of                             count, of the profit for the year ended
      Section 211 of the Act;                                                  on that date; and
(e)   On the basis of written representations received                 (iii)   in the case of the Cash Flow Statement,
      from the directors, and taken on record by the                           of the cash flows for the year ended on
      Board of Directors, none of the directors is                             that date.
      disqualified as on March 31, 2006 from being
      appointed as a director in terms of clause (g) of
                                                                                                       U. RAJEEV
      sub-section (1) of Section 274 of the Act;
                                                                                                           Partner
                                                                                        Membership Number F-87191
(f)   In our opinion and to the best of our information
      and according to the explanations given to us,                                               For and on behalf of
      the said financial statements together with the     Place : New Delhi                     PRICE WATERHOUSE
      notes thereon and attached thereto give in the      Date : April 28, 2006                Chartered Accountants
                                                                                                                      84
                                                  Balance Sheet as at March 31, 2006
                                                       Schedule                          As at                                As at
 Particulars                                             No.                   March 31, 2006                      March 31, 2005
                                                                                    (Rs. ‘000)                          (Rs. ‘000)
 SOURCES OF FUNDS
 Shareholders’ Funds
     Share Capital                                    1                             18,938,793                         18,560,889
     Employee Stock Option Outstanding                                 505,961                                                  –
     Less: Deferred Stock Compensation                                 384,701         121,260                                  –
     (Refer Note 32 on Schedule 23)
     Reserves and Surplus                             2                             54,395,531                         34,639,403
 Loan Funds
     Secured Loans                                    3                             28,633,707                         39,598,760
     Unsecured Loans                                  4                             19,329,201                         10,344,149
 Deferred Tax Liability                                                              1,890,459                          1,009,011
 (Refer Note 12 on Schedule 22 and 31 on Schedule 23)
 Total                                                                             123,308,951                        104,152,212
 APPLICATION OF FUNDS
 Fixed Assets                                              5
     Gross Block                                                                   179,517,371                        132,406,305
     Less: Depreciation                                                             49,448,600                         34,756,448
 Net Block                                                                         130,068,771                         97,649,857
     Capital Work in Progress                                                       23,412,498                          9,944,602
                                                                                   153,481,269                        107,594,459
     Preoperative Expenditure pending allocation           6                                 –                                  –
                                                                                   153,481,269                        107,594,459
 Investments                                               7                         7,196,981                          9,318,953
 Current Assets, Loans and Advances
     Inventories                                            8                          177,444                            315,838
     Sundry Debtors                                         9                       10,761,709                          7,157,443
     Cash and Bank Balances                                10                        3,074,285                          3,841,352
     Other Current Assets, Loans and Advances              11                       15,529,497                         10,676,095
                                                                                    29,542,935                         21,990,728
 Less: Current Liabilities and Provisions                  12
       Current Liabilities                                                          64,655,783                          42,079,834
       Provisions                                                                    2,335,851                           1,119,910
                                                                                    66,991,634                          43,199,744
 Net Current Assets                                                               (37,448,699)                        (21,209,016)
 Miscellaneous Expenditure
 (to the extent not written off or adjusted)               13                            79,400                            583,483
 Profit and Loss Account                                                                      –                          7,864,333
 Total                                                                             123,308,951                        104,152,212
 Statement of Significant Accounting Policies              22
 Notes to Accounts                                         23
 This is the Balance Sheet referred to       The Schedules referred to above form an integral part of the Balance Sheet.
 in our report of even date.
                                                                      For and on behalf of the Board
 U. RAJEEV                             SUNIL BHARTI MITTAL                                                    AKHIL GUPTA
 Partner                            Chairman & Managing Director                                         Joint Managing Director
 Membership No. F-87191
 For and on behalf of
 PRICE WATERHOUSE
 Chartered Accountants
                                            DEVEN KHANNA                   VIJAYA SAMPATH              SARVJIT SINGH DHILLON
                                         Group Financial Controller        Company Secretary           Director (Finance & Business
 Place : New Delhi                                                                                             Integration)
 Date : April 28, 2006
85
Profit and Loss Account for the year ended March 31, 2006
This is the Profit and Loss Account referred to                 The Schedules referred to above form an integral part of the
in our report of even date.                                                      Profit and Loss Account.
                                                                                For and on behalf of the Board
U. RAJEEV                                       SUNIL BHARTI MITTAL                                                        AKHIL GUPTA
Partner                                      Chairman & Managing Director                                             Joint Managing Director
Membership No. F-87191
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
                                                   DEVEN KHANNA                      VIJAYA SAMPATH                 SARVJIT SINGH DHILLON
                                                Group Financial Controller           Company Secretary              Director (Finance & Business
Place : New Delhi                                                                                                           Integration)
Date : April 28, 2006
                                                                                                                                                    86
 Cash Flow Statement for the year ended March 31, 2006
                                                                                             (Rs. ‘000)
     Particulars                                                For the year ended   For the year ended
                                                                    March 31, 2006     March 31, 2005
87
                                                                                                                    (Rs. ‘000)
    Particulars                                                    For the year ended                       For the year ended
                                                                       March 31, 2006                         March 31, 2005
Notes :
1. Figures in brackets indicate cash outgo.
2. Previous year figures have been regrouped and recast wherever necessary to conform to the current year classification.
3. Cash and cash equivalents includes Rs.109,045 thousands pledged with various authorities (Previous year Rs.55,112
    thousands) which are not available for use by the Company.
                                                                                                                                 88
 Schedules Annexed to and forming part of Accounts
                                                                                              As at              As at
 Particulars                                                                        March 31, 2006    March 31, 2005
                                                                                         (Rs. ‘000)        (Rs. ‘000)
 SCHEDULE : 1
 SHARE CAPITAL
 Authorised
     2,500,000,000 (Previous Year 2,500,000,000)
     Equity Shares of Rs. 10 each                                                       25,000,000        25,000,000
 Issued, Subscribed and Paid up
     1,893,879,304 Equity Shares of Rs.10 each fully paid up                            18,938,793        18,533,668
     (Previous year 1,853,366,767 Equity Shares of Rs.10 each)
 Capital Suspense Account
 [Refer Note (4) below]                                                                    –                  27,221
 Notes:
     1. Of the above 1,516,390,970 Equity Shares (Previous year 1,516,390,970)
         issued as fully paid up bonus shares out of Share Premium Account.
     2. Of the above shares 20,088,445 (Previous year Nil) shares are allotted as
         fully paid up upon the conversion of OCRD without payment being
         received in cash.
     3. Of the above shares 17,701,967 (Previous year Nil) shares are allotted
         as fully paid up upon the conversion of FCCBs.
     4. Of the above shares 2,722,125 (Previous year 2,722,125) shares are
         allotted as fully paid up under the scheme of amalgamation without
         payments being received in cash.                                                        –            27,221
                                                                                        18,938,793        18,560,889
 SCHEDULE : 2
 RESERVES AND SURPLUS
 Share Premium
    Opening balance                                                                     31,254,879        29,706,859
    Adjustment under the scheme of amalgamation                                                  –         1,548,020
    Additions during the year                                                            7,499,667                 –
                                                                                        38,754,546        31,254,879
 Revaluation Reserve                                                                        21,284            21,284
89
                                                                As at              As at
Particulars                                           March 31, 2006    March 31, 2005
                                                           (Rs. ‘000)        (Rs. ‘000)
SCHEDULE : 3
SECURED LOANS
(Refer Note 17 on Schedule 23)
Debentures                                                 3,132,500         4,672,857
Loans and Advances from Banks :
   – Term Loan                                               675,000         3,578,245
Others Loans and Advances :
   – Term Loans                                           24,809,896        31,333,530
   – Vehicle Loans                                            16,311            14,128
28,633,707 39,598,760
SCHEDULE : 4
UNSECURED LOANS
Short Term Loans and Advances
   From Banks                                             18,424,572         1,560,389
   From Others                                                     –         3,750,000
Other Loans and Advances
   From Parties - Other than Financial Institutions          904,629         5,033,760
19,329,201 10,344,149
                                                                                       90
91
     SCHEDULE 5 :
     FIXED ASSETS
     (Refer Notes 2, 3, 8, 14 and 15 on Schedule 22 )                                                                                                                                (Rs. ‘000)
     INTANGIBLE ASSETS
     Software                              83,993              –              –         83,993          52,059         19,870                 –          71,929          12,064          31,934
     Bandwidth                          2,042,997        305,749         15,027      2,333,719         209,700        184,142            15,027         378,815       1,954,904       1,833,297
     Licences                          21,141,521              –              –     21,141,521       5,835,670      1,146,827                 –       6,982,497      14,159,024      15,305,851
     TANGIBLE ASSETS
     Leasehold Land                        44,414         10,885              –         55,299          2,289             471                 –           2,760          52,539          42,125
     Freehold Land                        328,975         63,424          8,400        383,999              –               –                 –               –         383,999         328,975
     Building                           1,366,313        169,192         71,221      1,464,284        289,776          69,146             6,661         352,261       1,112,023       1,076,537
     Leasehold Improvements               686,812        412,538              –      1,099,350        219,185         119,779                 –         338,964         760,386         467,627
     Plant & Machinery                 97,852,219     45,191,240      1,603,937    141,439,522     22,853,065      11,562,600           664,295      33,751,370     107,688,152      74,999,154
     Computers                          7,715,462      2,329,961         70,737      9,974,686      4,572,703       2,138,061            55,946       6,654,818       3,319,868       3,142,759
     Office Equipment                     651,782        242,359          6,861        887,280        417,818         129,706             8,130         539,394         347,886         233,964
     Furniture & Fixture                  407,992        155,006         22,876        540,122        260,337          82,466            22,876         319,927         220,195         147,655
     Vehicles                              78,439         40,372         10,601        108,210         42,214          16,815             5,125          53,904          54,306          36,225
     Vehicle on Finance Lease               5,386              –              –          5,386          1,632             329                 –           1,961           3,425           3,754
TOTAL 132,406,305 48,920,726 1,809,660 179,517,371 34,756,448 15,470,212 778,060 49,448,600 130,068,771 97,649,857
GRAND TOTAL 132,406,305 48,920,726 1,809,660 179,517,371 34,756,448 15,470,212 778,060 49,448,600 153,481,269 107,594,459
Previous Year 100,728,710 32,857,954 1,180,359 132,406,305 24,117,233 11,306,567 667,352 34,756,448 97,649,857
     Notes:
     1.   Capital Work-in-Progress includes:
          (a) Capital advances of Rs.1,026,633 thousand (Previous year Rs. 540,326 thousand).
          (b) Borrowing cost of Rs.Nil (Previous year Rs.11,912 thousand).
     2.   Addition to fixed assets during the year include:
          (a) Rs. 178,859 thousand of Loss (Previous year loss of Rs. 9,773 thousand) on account of fluctuations in foreign exchange rates.
          (b) Borrowing costs capitalised Rs. 31,132 thousand (Previous year Rs.13,207 thousand).
     3.   Lease hold land of Rs. 955 thousand (Previous year Rs.955 thousand) represents land acquired on lease cum sale basis from Karnataka Industrial Areas Development Board.
     4.   Capital Work-in-Progress as on March 31, 2006 is net of Rs. 89,785 thousand being loss (Previous year includes Rs. 142,382 thousand gain) on account of fluctuation in Exchange rate.
     5.   Additions during the year includes Rs. Nil thousand (Previous year Rs. 140,418 thousand) allocated from pre-operative expenditure. (Refer Schedule 6).
     6.   Freehold Land and Building includes Rs. 26,468 thousand (Previous year Rs. 26,468 thousand) and Rs. 71,477 thousand (previous year Rs. 71,477 thousand) respectively, in respect of which
          registration of title in favour of group is pending.
     7.   The remaining amortisation period of licence fees as at March 31, 2006 ranges between 8 to 19 years for Unified Access Service Licence and 14 to 16 years for Long Distance.
     8.   Capital Work-in-Progress includes goods in transit Rs. 4,116,163 thousand (Previous year Rs. 960,717 thousand).
     9.   Computers include Gross Block of assets capitalised during the year under finance lease Rs.3,426,544 thousand (Previous year Rs.1,879,716 thousand and depreciation charged for the
          year Rs.1,576,976 thousand (Previous year Rs.529,232 thousand), Net book value Rs. 1,849,566 thousand.
                                                               As at              As at
Particulars                                          March 31, 2006    March 31, 2005
                                                          (Rs. ‘000)        (Rs. ‘000)
SCHEDULE : 6
PRE-OPERATIVE EXPENDITURE PENDING ALLOCATION
(Refer Note 10 on Schedule 22)
Opening Balance
    Acquired under the schemes of amalgamation                    –              5,891
Additions during the period
Network Operating Expenses
    Insurance Premium                                             –             1,007
    Repairs and Maintenance                                       –            26,388
    Power & Fuel                                                  –            19,454
    Rent                                                          –            25,999
    Leased Line                                                   –            12,914
    Others                                                        –            29,343
Sub-Total – 115,105
Personnel Expenses
    Salaries                                                      –           161,053
    Contribution to Provident & Other Funds                       –             5,172
    Staff Welfare                                                 –            11,056
    Recruitment & Training                                        –            29,282
Sub-Total – 206,563
Selling Expenses
     Advertisement & Marketing                                     –           94,306
     Other selling & distribution                                  –           15,143
Sub-Total – 109,449
Sub-Total – 152,007
Finance Expenses
    Other Bank/Finance Charges                                    –              4,814
Depreciation                                                      –              2,541
Total – 596,370
                                                                   –                 –
Total amount carried to Balance Sheet                              –                 –
                                                                                      92
                                                                                    As at              As at
 Particulars                                                              March 31, 2006    March 31, 2005
                                                                               (Rs. ‘000)        (Rs. ‘000)
 SCHEDULE : 7
 INVESTMENTS
 (Refer Note 6 on Schedule 22 and Note 25 on Schedule 23)
 Current
 Other than Trade (Quoted)
     –     Government securities                                                 475,421         1,035,840
     –     Mutual Funds, Debentures and Bonds                                  1,956,326         3,674,826
 Other than Trade (Unquoted)
     –     Government securities                                                   1,800              1,800
2,433,547 4,712,466
7,196,981 9,318,953
 SCHEDULE : 8
 INVENTORY
 (Refer Note 5 on Schedule 22)
     Stock-In-Trade                                                              177,444           315,838
177,444 315,838
93
                                                                                     As at                            As at
Particulars                                                                March 31, 2006                  March 31, 2005
                                                                                (Rs. ‘000)                      (Rs. ‘000)
SCHEDULE : 9
SUNDRY DEBTORS
(Refer Note 4 on Schedule 22 and Note 14 on Schedule 23)
(Unsecured, considered good unless otherwise stated)
Billing   Debtors :
     –     Debts outstanding for a period exceeding six months
     –     Considered good                                     1,403,976                         833,659
     –     Considered doubtful                                 3,438,771                       3,290,974
           Less : Provision for doubtful debts               (3,438,771)        1,403,976    (3,290,974)          833,659
    Other debts
    – Considered good                                              9,357,733                  6,323,784
    – Considered doubtful                                          1,299,548                    874,422
       Less : Provision for doubtful debts                       (1,299,548)    9,357,733     (874,422)         6,323,784
                                                                               10,761,709                       7,157,443
SCHEDULE : 10
CASH AND BANK BALANCES
Cash in Hand                                                                       61,085                          41,260
Cheques in Hand                                                                   759,151                         699,470
Balances with Scheduled Banks
    – in Current Account                                                        1,197,913                       1,008,879
    – in Fixed deposits *                                                       1,055,049                       2,090,973
    – in Deposit Account as Margin Money                                            1,087                             770
                                                                                3,074,285                       3,841,352
[Includes Rs.109,045 thousand pledged with various
authorities (Previous year Rs.55,112 thousand)]
SCHEDULE : 11
OTHER CURRENT ASSETS, LOANS AND ADVANCES
(Unsecured, considered good unless otherwise stated)
   Interest Accrued on Investment                                                  37,776                          33,626
Advances and Loans to Subsidiary Companies :
   Bharti Comtel Limited                                            447,523                     182,718
   Bharti Hexacom Limited                                           317,533                      23,435
   Bharti Broadband Limited
   (formerly Comsat Max Limited)                                    412,331     1,177,387       129,905           336,058
Advances Recoverable in cash or in kind or
for value to be received
     Considered good                                               9,514,753                  6,702,289
     Considered doubtful                                           2,369,135                    407,374
     Less: Provision                                             (2,369,135)    9,514,753     (407,374)         6,702,289
Accrued Billing Revenue                                                         3,469,604                       2,675,433
Advance to ESOP Trust                                                             195,906                         251,519
Advance Tax (Net of provision for tax Rs. 3,038,518 thousand),                    980,374                         671,754
(Previous Year Rs. 1,373,275 thousand)
Balance with Custom Authorities                                                   153,697                            5,416
                                                                               15,529,497                      10,676,095
                                                                                                                          94
                                                                                   As at                           As at
 Particulars                                                             March 31, 2006                 March 31, 2005
                                                                              (Rs. ‘000)                     (Rs. ‘000)
 SCHEDULE : 12
 CURRENT LIABILITIES AND PROVISIONS
 Current Liabilities
     Sundry Creditors :
         Total outstanding dues of Small Scale Industrial
         Undertaking (s)* (Refer Note 23 on Schedule 23)        6,613                           4,186
         Total outstanding dues of Creditors other than
         Small Scale Industrial Undertaking (s)*            44,440,883       44,447,496    29,019,526       29,023,712
     Advance Billing and Prepaid Card Revenue                                14,150,174                      7,648,023
     Premium on Redemption of Bonds
     (Refer Note 11 on Schedule 23)                                              75,952                        595,564
     Interest accrued but not due                                               519,709                        403,957
     Other Liabilities                                                        2,110,193                      1,138,226
     Advance Received from customers                                            589,655                        684,479
     Security Deposits (Refer Note 14 on Schedule 23)                         2,762,604                      2,585,873
 *   This information has been compiled in respect of
     parties to the extent they could be identified as
     Small Scale and ancilliary undertakings on the basis
     of information available with the Company.
                                                                             64,655,783                     42,079,834
 Provisions
 (Refer Note 19 on Schedule 22 and Note 26 on Schedule 23)
     Gratuity                                                                   244,008                         77,017
     Leave Encashment                                                           231,510                        129,227
     Provision for Wealth Tax                                                       164                            149
     Provision for Fringe Benefit Tax (Net of payments of
     Rs. 10,246 thousand, Previous year Rs. Nil)                                 19,765                              –
     Other Provisions                                                         1,840,404                        913,517
                                                                              2,335,851                      1,119,910
                                                                             66,991,634                     43,199,744
 SCHEDULE : 13
 MISCELLANEOUS EXPENDITURE
 (To the extent not written off or adjusted)
 (Refer Note 13 on Schedule 22 and Note 32 on Schedule 23)
 Deferred Employee Compensation Expense*
    Opening Balance                                                              13,372                          13,035
    Acquired under the scheme of amalgamation                                          –                         62,137
    Add: Addition/(Adjustments) during the year                                  (4,118)                       (14,720)
    Less: Amortisation for the year**                                              5,806                         47,080
                                                                                  3,448                         13,372
95
                                                         For the year ended     For the year ended
Particulars                                                  March 31, 2006       March 31, 2005
                                                                   (Rs. ‘000)            (Rs. ‘000)
SCHEDULE : 14
OTHER INCOME
Liabilities/Provisions no longer required written back              176,761               222,313
Profit on Sale of Assets (Net)                                       34,684                      –
Miscellaneous                                                       407,535               189,338
618,980 411,651
SCHEDULE : 15
NETWORK OPERATING EXPENDITURE
Interconnect charges and PSTN Rentals                             1,454,270               640,248
Power and Fuel                                                    2,989,626             1,440,779
Rent                                                              1,669,731               968,576
Insurance                                                            32,053                36,262
Repairs and Maintenance –         Building                          406,842               138,796
                              –   Plant and Machinery             3,033,254             1,908,587
                              –   Others                            325,539               144,436
Leased Line and Gateway charges                                     685,067               712,486
Other Network Operating Expenses                                    812,454               810,302
11,408,836 6,800,472
SCHEDULE : 16
COST OF SALES OF GOODS
Opening Stock                                                       315,838                      –
Acquired under the schemes of amalgamation                                 –              200,167
Add : Purchases                                                     738,540             1,089,152
Less : Simcard Utilisation                                          194,347               252,144
Less : Internal issues / capitalised                                   8,544                  300
Less : Closing Stock                                                177,444               315,838
674,043 721,037
SCHEDULE : 17
PERSONNEL EXPENDITURE
Salaries, Wages and Bonus *                                       6,568,218             4,268,536
Contribution to Provident and Other Funds                           362,881               188,074
Staff Welfare                                                       410,856               278,655
Recruitment and Training                                            412,568               282,386
                                                                  7,754,523             5,017,651
* Excluding amortisation of Deferred ESOP cost
SCHEDULE : 18
SALES AND MARKETING EXPENDITURE
Advertisement and Marketing                                       4,003,273             3,255,973
Sales Commission and Incentive                                    2,689,470             1,883,503
Simcard Utilisation                                                 194,347               252,144
Other Selling and Distribution Expenses                           1,126,522               866,456
8,013,612 6,258,076
                                                                                                  96
                                                                  For the year ended          For the year ended
 Particulars                                                          March 31, 2006            March 31, 2005
                                                                            (Rs. ‘000)                 (Rs. ‘000)
 SCHEDULE : 19
 ADMINISTRATIVE AND OTHER EXPENDITURE
 Legal and Professional                                                    3,776,442                  1,525,973
 Rates and Taxes                                                              41,192                     27,740
 Power and Fuel                                                              269,799                    166,946
 Travelling and Conveyance                                                   735,123                    458,245
 Rent                                                                        405,117                    219,086
 Repairs and Maintenance – Building                                           85,029                     68,660
                             – Plant and Machinery                            69,325                     22,890
                             – Others                                        168,794                     39,507
 Insurance                                                                    14,465                     11,892
 Bad debts written off                                                     1,301,308                    168,297
 Provision for doubtful debts/advances                       2,594,939                   1,681,613
 Less : Provision for doubtful debts written back               60,255     2,534,684        97,726    1,583,887
 SCHEDULE : 20
 FINANCE EXPENSES/(INCOME) (Net)
 Interest :
     – On Term Loan                                                        1,540,231                  1,849,100
     – On Debentures                                                         283,995                    664,911
     – On Others                                                              59,396                    143,643
 Amortisation of Premium on Redemption of
 Foreign Currency Convertible Bonds                                           90,100                    122,916
 Other Finance Charges                                                       394,389                    389,427
                                                                           2,368,111                  3,169,997
 Less : Income
 Profit on sale of Current Investments                                       106,786                    398,280
 Interest Income :
     – from Current Investments Other than Trade
          [Gross of TDS Rs. 20,949 thousand; Previous year
          Rs. 831 thousand]                                                  153,270                     72,275
     – from loans and advances etc.                                           16,386                      2,214
 SCHEDULE : 21
 AMORTISATION
 (Refer Note 3 and 13 on Schedule 22)
 Amortisation of Licence Fee                                               1,146,827                  1,110,400
 Personnel – Deferred ESOP Cost                                              127,067                     47,080
                                                                           1,273,894                  1,157,480
97
SCHEDULE: 22
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
1. BASIS OF PREPARATION
     These financial statements have been prepared under the historical cost convention on the accrual basis of accounting,
     in accordance with the generally accepted accounting principles in India and the provisions of the Companies Act, 1956
     as adopted consistently by the Company.
2. FIXED ASSETS
     Fixed Assets are stated at cost of acquisition and subsequent improvements thereto, including taxes, duties, freight and
     other incidental expenses related to acquisition and installation. Capital work-in-progress is stated at cost.
     Site restoration cost obligations are capitalized when it is probable that an outflow of resources will be required to settle
     the obligation and a reliable estimate of the amount can be made.
     The fixed component of license fee payable by the Company for cellular and basic circles, upon migration to the National
     Telecom Policy (NTP 1999), i.e. Entry Fee, has been capitalised as an asset and the one time license fee paid by the
     Company for acquiring new licences (post NTP-99) has been capitalised as an asset.
3. DEPRECIATION / AMORTISATION
     Depreciation is provided on straight-line method at the rates and in the manner prescribed in Schedule XIV to the
     Companies Act, 1956 on all assets, except for the following on which depreciation is provided on straight line method
     to write off the cost of the fixed assets over their estimated useful lives as below:
     Building                                           5%
     Building on Leased Land                            5%
     Office Equipment                                   20.00% / 50.00%
     Computer / Software                                33.33%
     Vehicles                                           20.00%
     Furniture and Fixtures                             20.00%
     Plant & Machinery                                  6.67% / 10.00% / 50.00%
     Leasehold Land                                     Period of lease
     Leasehold Improvements                             Period of lease or 10 years whichever is less
     Assets individually costing Rs. 5 thousand or less are fully depreciated in the month of purchase. Software up to Rs. 500
     thousand is written off in the year of purchase.
Bandwidth capacity is depreciated over the period of the agreement subject to a maximum of 15 years.
     The Entry Fee capitalised is being amortised equally over the period of the license and the one time licence fee is being
     amortised equally over the balance period of licence from the date of commencement of commercial operations.
The site restoration cost obligation capitalized is being depreciated over the period of the useful life of the related asset.
     Mobile Services: Service revenue is recognised on completion of provision of services. Service revenue includes income
     on roaming commission and access charges passed on to other operators, and is net of discounts and waivers. Revenue,
     net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer and when
     no significant uncertainty exists regarding realisation of the consideration.
     On introduction of new prepaid products, processing fees on recharge coupon is being recognised over the estimated
     customer relationship period or coupon validity period, as applicable.
                                                                                                                                  98
      Telephone and Broadband and Long Distance Services: Service revenue is recognised on completion of provision of
      services. Revenue on account of bandwidth service is recognised on time proportion basis in accordance with the related
      contracts. Billing Revenue includes access charges passed on to other operators, and is net of discounts and waivers.
      Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer
      and when no significant uncertainty exists regarding realisation of consideration.
      Enterprise Services: Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and
      rewards to the customer and when no significant uncertainty exists regarding realisation of consideration.
      Service Revenues includes revenues from registration, installation and provision of Internet and Satellite services.
      Registration fees is recognised at the time of dispatch and invoicing of Start up Kits. Installation charges are recognised
      as revenue on satisfactory completion of installation of hardware and service revenue is recognised from the date of
      satisfactory installation of equipment and software at the customer site and provisioning of Internet and Satellite
      services.
Revenue from prepaid dialup packs is recognised on the actual usage basis and is net of sales return and discount.
      Investing and other Activities: Income on account of interest and other activities are recognised on an accrual basis.
      Dividends are accounted for when the right to receive the payment is established.
      Provision for doubtful debts: Provision for doubtful debts is made for dues outstanding for more than 90 days in case
      of active subscribers, and dues from customers who have been deactivated other than those covered by security deposit,
      or in specific cases where management is of the view that the amounts are recoverable.
      Provision for doubtful debts, in case of Other Telecom Operators on account of their ILD traffic and on account of
      Interconnect Usage Charges (IUC), is made for dues outstanding more than 120 days from the date of billing after
      considering any amount payable to that operator pertaining to the same period or in specific case when management is
      of the view that the amount is recoverable.
      Accrued Billing revenue: Accrued billing revenue represent revenues recognized in respect of Mobile, Broadband and
      Telephone, and Long Distance services provided from the bill cycle date to the end of each month. These are billed in
      subsequent periods as per the terms of the billing plans.
 5.   INVENTORIES
      Inventories for mobile operations are valued at the lower of cost and net realisable value. Cost is determined on First in
      First out basis.
      Inventories for telephone and broadband and long distance services and enterprise services are valued at the lower of
      cost and net realisable value. Cost is determined on a weighted average basis.
 6.   INVESTMENT
      Current Investments are valued at lower of cost and fair market value.
      Long term Investments are valued at cost. Provision is made for diminution in value to recognise a decline, if any, other
      than that of temporary nature.
      Gain or loss on forward exchange contract, not in the nature of hedge, is calculated based on difference between
      forward rate available at the reporting date for the remaining maturity of the contract (or forward rate last used to
      measure gain or loss) and the contracted forward rate which is recognized as income or expense for the year.
99
     The premium or discount arising at the inception of other forward exchange contracts is amortized as income or expense
     over the life of the contract and exchange difference on such contracts is recognised as income or expense in the
     reporting period in which the exchange rate change, except, in respect of liabilities incurred for acquiring fixed assets, in
     which case, such difference is adjusted in carrying amount of the respective fixed assets.
9. RETIREMENT BENEFITS
     Contribution to provident fund is made at predetermined rates and is charged to Profit and Loss Account. The Company
     has provided for the liability at year end on account of unavailed earned leave as per the actuarial valuation as per the
     Projected Unit Credit Method.
     The Company either contributes to a Company Gratuity Scheme with Life Insurance Corporation of India to cover the
     gratuity liability for its employees, such contribution being charged to the Profit and Loss Account for the year or
     provides the gratuity liability in its books. Liability at the year-end in both cases is determined on the basis of actuarial
     valuation, based on the Projected Unit Credit Method.
     Expenditure incurred by the Company from the date of acquisition of license for a new circle, up to the date of
     commencement of commercial operations of the circle, not directly attributable to fixed assets are charged to the Profit
     and Loss Account in the year in which such expenditure is incurred.
11. LEASES
          Lease Rentals in respect of assets taken on ‘Operating Lease’ are charged to the Profit and Loss Account on a straight-
          line basis over the lease term.
          Assets acquired on ‘Finance Lease’ which transfer risk and rewards of ownership to the Company are capitalized as
          assets by the Company at the lower of fair value of the leased property or the present value of the related lease
          payments or where applicable, estimated fair value of such assets.
          Amortization of capitalised leased assets is computed on the Straight Line method over the useful life of the assets.
          Lease rental payable is apportioned between principal and finance charge using the internal rate of return method.
          The finance charge is allocated over the lease term so as to produce a constant periodic rate of interest on the
          remaining balance of liability.
          Lease income in respect of ‘Operating Lease’ is recognised in the Profit and Loss Account on a straight-line basis over
          the lease term.
          Finance leases as a dealer lessor are recognized as a sale transaction in the Profit and Loss Account and are treated
          like other outright sales.
          Finance Income is recognized based on a pattern reflecting a constant periodic rate of return on the net investment
          of the lessor outstanding in respect of the lease.
e) Initial direct costs are expensed in the Profit and Loss Account at the inception of the lease.
12. TAXATION
     Tax expense for the year, comprising current tax, deferred tax and Fringe Benefit Tax is included in determining the net
     profit/(loss) for the year.
     Deferred tax assets are recognised for all deductible timing differences and carried forward to the extent there is
     reasonable certainty that sufficient future taxable profit will be available against which such deferred tax assets can
     be realised.
                                                                                                                                100
      Deferred tax assets to the extent they pertain to brought forward losses and unabsorbed depreciation, are recognised
      only to the extent that there is virtual certainty of realisation, based on expected profitability in the future as estimated by
      the Company.
      Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted by the
      balance sheet date.
      a)   Premium on redemption of debentures is recognised as an expense to the Profit and Loss Account over the period
           of the related contract.
      b)   Employee Stock Option Plan 2001 and 2004 (‘ESOP’) - The aggregate amount of liability on account of ESOP as
           ascertained at year-end is being carried forward as Deferred Employee Compensation Benefit under Miscellaneous
           Expenditure to be written off on a straight-line basis over the related vesting period of individual options.
      Borrowing cost attributable to the acquisition or construction of a qualifying asset is capitalised as part of the cost of that
      asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
      Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which
      the assets’ carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the assets fair value
      less costs to sell and value in use.
      For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
      cash flows (cash generating units).
           The Company operates in four primary business segments viz. Broadband & Telephone Services, Mobile Services,
           Long Distance Services and Enterprise Service.
b) Secondary Segment:
           The Company has operations within India as well as with entities located in other countries. The operations in India
           constitute the major part, which is the only reportable segment, the remaining portion being attributable to others.
  18. WARRANTY
      Provision for warranty is based on past experience and technical estimates.
  19. PROVISIONS
      Provisions are recognised when the Company has a present obligation as a result of past events; it is more likely than not
      that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.
101
SCHEDULE: 23
NOTES TO ACCOUNTS
1.   Bharti Airtel Limited (formerly Bharti Tele-Ventures Limited) (‘BAL’ or ‘the Company’) incorporated in India on July 7, 1995,
     is a company promoted by Bharti Telecom Limited (‘BTL’), a company incorporated under the laws of India.
2.   New Operations
     On April 16, 2005, the Company acquired 49% shareholding in Satcom Broadband Equipment Limited (‘SBEL’) at a
     consideration of Rs. 121,997 thousand making SBEL a 100% subsidiary of the Company.
     The Company and Bharti Hexacom limited (BHL) have entered into a Scheme of Arrangement for transfer pursuant to
     de-merger of North East Circle Undertaking from Bharti Hexacom Limited to the Company effective April 1, 2005, which
     has been approved by the Board of Directors of the Company in their meeting held on July 26, 2005 and July 27, 2005
     and the Board of Directors of BHL in their meeting held on July 20, 2005. The Company is in the process of filing the
     approved scheme in the High Court.
     The Company has entered into a Scheme of Amalgamation of Satcom Broadband Equipment Limited (SBEL) and Bharti
     Broadband Limited (BBL) with the Company effective October 1, 2005, which has been approved by the Board of
     Directors of the Company in their meeting held on July 26, 2005 and the Board of Directors of SBEL and BBL in their
     meetings held on July 15, 2005 and July 16, 2005 respectively. The Company is in the process of filing the approved
     scheme in the High Court.
3.   Guarantees
     a)   Total Guarantees outstanding as at March 31, 2006 amounting to Rs. 9,090,487 thousand (March 31, 2005
          Rs. 5,263,869 thousand) have been taken from the banks.
     b)   Corporate Guarantees outstanding as at March 31, 2006 amounting to Rs. 241,182 thousand (March 31, 2005
          Rs. 95,252 thousand) have been given to banks and financial institutions on behalf of group companies.
4.   Contingent liabilities
     a)   Claims against the Company not acknowledged as debt: (Excluding cases where the possibility of any outflow in
          settlement is remote):
                                                                                                                       (Rs.’000)
                                                                                                    As at                   As at
          Particulars                                                                   March 31, 2006          March 31, 2005
          (i)    Taxes, Duties and Other demands
                 (under adjudication/appeal/dispute)
                 –    Sales Tax (see note 4 b below)                                            100,887               5,151,974
                 –    Service Tax (see note 4 b below)                                          589,395                 461,382
                 –    Income Tax                                                                288,115                 163,309
                 –    Excise Duty                                                                       –               255,609
                 –    Customs Duty (see note 4 d below)                                       1,230,678                 486,378
                 –    Stamp Duty                                                                529,186                 539,267
                 –    Entry Tax (see note 4 e below)                                            787,390                 231,516
                 –    Municipal Taxes                                                           529,171                   13,782
                 –    Access Charges/Port Charges                                               806,025                 263,500
                 –    DoT demands (see 4 c (vii) below)                                         157,955               2,561,838
                 –    Other miscellaneous demands                                               307,751                   54,335
          (ii)   Claims under legal cases including arbitration matters
                 (see 4 f below)                                                                356,833                 402,622
5,683,386 10,585,512
                                                                                                                                102
      Of the above details of unpaid amounts together with forum where dispute is pending as at March 31, 2006 is set out.
      Name of the Statute                       Nature of       Amounts       Amount     Period to   Forum when the dispute
                                                the Dues        disputed     disputed    which it    is pending
                                                               (Rs. ‘000)   (Rs. ‘000)   Relates
      Kerala General Sales Tax Act,1963         Sales Tax            548          548    2003-04     Supreme Court
      CST/UP Trade Tax Act,1948                 Sales Tax             53           53    2003-04     Asstt. Commissioner
                                                                                                     Trade Tax–Noida
      CST/UP Trade Tax Act,1948                 Sales Tax            172            –    2005-06     Deputy Commissioner
                                                                                                     6 – Trade Tax, Meerut
      CST/UP Trade Tax Act,1948                 Sales Tax            140            –    2001-02     Tribunal, Ghaziabad
      CST/UP Trade Tax Act,1948                 Sales Tax          4,837        4,837    2004-05     Joint Commissioner
                                                                                                     (Appeal)
      CST/UP Trade Tax Act,1948                 Sales Tax            298          298    2003-04     Joint Commissioner
                                                                                                     (Appeal)
      CST/UP Trade Tax Act,1948                 Sales Tax            251          151    2003-04     Assesing Officer
      CST/UP Trade Tax Act,1948                 Sales Tax             34            –    2004-05     Assesing Officer
      CST/UP Trade Tax Act,1948                 Sales Tax            129          129    2004-05     Assesing Officer
      Madhya Pradesh Commercial                 Sales Tax            144            –    1998-99     MP Commercial Tax
      Tax Act,1991                                                                                   Tribunal
      Punjab General Sales Tax Act              Sales Tax            611          611    2002-03     Sales Tax Tribunal, Punjab
      Punjab General Sales Tax Act              Sales Tax             80            –    2001-02     Deputy Commsssioner
                                                                                                     of Excise & Taxation
      West Bengal Sales Tax Act, 1994                              6,325            –    2002-03     Asst. Commissioner,
                                                                                                     Commercial Tax Officer,
                                                                                                     West Bengal
      Andhra Pradesh General                    Sales Tax          2,861            –    2001-02     Appelate Deputy
      Sales tax Act, 1957                                                                            Commissioner
      Bihar Value Added Tax Act, 2005           Sales Tax         28,147            –    2005-06     High Court
      Tamil Nadu General Sales Tax Act–1959     Sales Tax          4,178        1,325    2002-03     CTO
      CST/UP Trade tax Act,1948                 Sales Tax            397            –    2005-06     High Court
      Delhi Sales Tax Act,1975                  Sales Tax         18,698        3,000    1999-2001   Supreme Court
      Tamil Nadu General Sales                  Sales Tax         10,928        3,773    1999-2001   Appellate Commissioner
      Tax Act, 1959
      Finance Act, 1994 (Service Tax Provisions) Service Tax           4            –    1998-99     Additional Commissioner
      Finance Act, 1994 (Service Tax Provisions) Service Tax          56            –    1995-96     Commissioner Appeals
      Finance Act, 1994 (Service Tax Provisions) Service Tax           5            –    1995-96     Commissioner Appeals
      Finance Act, 1994 (Service Tax Provisions) Service Tax          87            –    1995-96     Commissioner Appeals
      Finance Act, 1994 (Service Tax Provisions) Service Tax          10            –    1995-96     Commissioner Appeals
      Finance Act, 1994 (Service Tax Provisions) Service Tax         233            –    1998-99     Additional Commissioner
      Finance Act, 1994 (Service Tax Provisions) Service Tax       9,313            –    1998-00     Additional Commissioner
      Finance Act, 1994 (Service Tax Provisions) Service Tax      18,925            –    1997-99     Additional Commissioner
103
Name of the Statute                       Nature of       Amounts       Amount     Period to   Forum when the dispute
                                          the Dues        disputed     disputed    which it    is pending
                                                         (Rs. ‘000)   (Rs. ‘000)   Relates
Finance Act, 1994 (Service Tax Provisions) Service Tax      19,120            –    2001-03     Deputy Commissioner
Finance Act, 1994 (Service Tax Provisions) Service Tax       8,851            –    1999-2000   Deputy Commissioner
Finance Act, 1994 (Service Tax Provisions) Service Tax      14,154            –    2003-04     Deputy Commissioner
Finance Act, 1994 (Service Tax Provisions) Service Tax       2,887            –    2003-04     Deputy Commissioner
Finance Act, 1994 (Service Tax Provisions) Service Tax       2,588            –    2003-04     Commissioner of Central Excise
Finance Act, 1994 (Service Tax Provisions) Service Tax       9,450            –    2003-04     Commissioner of Central Excise
Finance Act, 1994 (Service Tax Provisions) Service Tax      15,502            –    2003-04     Deputy Commissioner of
                                                                                               Service Tax Mumbai
Finance Act, 1994 (Service Tax Provisions) Service Tax         547            –    2003-04     Commissioner of Central Excise
Finance Act, 1994 (Service Tax Provisions) Service Tax       2,358            –    2004-05     Commissioner of Central Excise
Finance Act, 1994 (Service Tax Provisions) Service Tax          61            –    2004-05     Assistant Commissioner
Finance Act, 1994 (Service Tax Provisions) Service Tax       2,556            –    1997-99     Commissioner Appeals
Finance Act, 1994 (Service Tax Provisions) Service Tax       1,613            –    2003-05     Asstt. Comissioner of Service Tax
Finance Act, 1994 (Service Tax Provisions) Service Tax      13,040          140    2003-04     Deputy Commissioner,
                                                                                               Service Tax
Finance Act, 1994 (Service Tax Provisions) Service Tax       2,054            –    2003-04     Commissioner Appeals
Income Tax Act,1961                       Income Tax        56,400       22,862    2001-04     Income Tax Appellate Tribunal
Income Tax Act,1961                       Income Tax         5,270            –    2002-04     Income Tax Appellate Tribunal
Income Tax Act,1961                       Income Tax         4,924            –    2001-05     Commissioner of Income Tax
                                                                                               (Appeals)
Income Tax Act,1961                       Income Tax        11,200       11,200    2005-06     Commissioner of Income Tax
                                                                                               (Appeals)
Income Tax Act,1961                       Income Tax        81,458       76,980    2002-03     Commissioner of Income Tax
                                                                                               (Appeals)
Income Tax Act,1961                       Income Tax       144,409        1,184    2003-04     Commissioner of Income Tax
                                                                                               (Appeals)
Income Tax Act,1961                       Income Tax        11,153          642    2001-02     Commissioner of Income Tax
                                                                                               (Appeals)
Income Tax Act,1961                       Income Tax        57,628       57,628    1997-98     Income Tax Appellate Tribunal
Income Tax Act,1961                       Income Tax           573          573    1995-96     Income Tax Appellate Tribunal
Income Tax Act,1961                       Income Tax       117,799      116,780    2000-01     Income Tax Appellate Tribunal
Income Tax Act,1961                       Income Tax        81,894       81,894    2001-02     Income Tax Appellate Tribunal
Income Tax Act,1961                       Income Tax         6,424        6,424    1998-99     Income Tax Appellate Tribunal
Income Tax Act,1961                       Income Tax         4,980        4,980    2002-03     Income Tax Appellate Tribunal
                                                                                                                              104
      b)   In a case involving the Uttar Pradesh Trade Tax Department and the DoT, the Supreme Court of India had ruled that
           a telephone connection along with a telephone set provided by a company rendering basic services tantamount to
           a “transfer of right to use the telephone system” and the rentals collected by DoT towards this right to use should
           suffer sales tax. Subsequent to the passing of this order, the Cellular Operators as well as the basic operators agitated
           the same issue before the Supreme Court by way of a Petition under Article 32 of the Constitution. The Hon’ble
           Supreme Court, in spite of its own earlier judgement, admitted the Petitions and vide orders dated September 25,
           2003 referred the matter to a larger bench for determination of dispute on merits and further directed that in future
           there shall be no coercion for recovery of any dues. Vide an order dated March 2, 2006, the larger bench of the
           Hon’ble Supreme Court, while overruling its abovementioned judgment has held, inter alia, that provision of
           telecom services does not involve any transfer of right to use the telephone system/network and that imposition of
           sales tax on any facilities of telecom services is untenable in law. On Sim cards, the Court has held that depending
           upon the facts of the case, (i) if sim card is not being sold, then the state cannot levy sales tax on sim card value as
           the same is exigible to service tax; (ii) alternatively, if sim card is being sold, then centre cannot levy service tax on
           the sim card value as the same is exigible to sales tax. Accordingly, the respective authorities are in the process of
           complying with the Supreme Court order as above in respect of total amount disputed estimated as at March 31,
           2006 in respect of sales tax of Rs. 5,742,668 thousand (March 31, 2005 Rs. 4,079,507 thousand) and service tax of
           Rs. 236,220 thousand (March 31, 2005 Rs. 140,762 thousand).
      c)   Erstwhile Bharti Mobile Limited (‘BML’) was awarded license by the DoT to operate cellular services in the state of
           Punjab in December 1995. On April 18, 1996, subject to certain conditions, the Company obtained the permission
           from the DoT to operate the Punjab license through its wholly owned subsidiary, Evergrowth Telecom Limited
           (‘ETL’).
           (i)    In December 1996, DoT withdrew the permission dated April 18, 1996 . DoT, however, again reinstated the
                  permission on March 10, 1998 (the period from April 18, 1996 to March 10, 1998 has been hereinafter
                  referred to as ‘the black-out period’). On July 15, 1999 license was terminated due to alleged non-payment of
                  license fees, liquidated damages and related penal interest.
           (ii)   Subsequently in September 2001, BML received from the DoT, an offer for the restoration of the license subject
                  to the condition that BML pays all the dues (license fee, WPC charges, liquidated damages and related penal
                  interest) pending the resolution of dispute relating to the license fee for the blackout period. BML accordingly
                  paid Rs. 4,909,948 thousand as demanded by DoT subject to resolution of the dispute through arbitration.
                  Consequently the license was restored and an arbitrator appointed for the settlement of the dispute.
           (iii) In the arbitration proceedings the order was not favorable to BML. BML subsequently filed objections to the
                 arbitrator’s award before the Delhi High Court. The Delhi High Court vide orders dated February 19, 2003 issued
                 notices to the DoT. It is pertinent to note that the issuance of notice means stay of the implementation of the
                 award. While the ultimate outcome of the matter cannot be predicted with certainty, BML had, in the accounts
                 for the year ended March 31, 2003, as a matter of conservative accounting, recognized Rs. 1,541,667 thousand
                 (including Rs. 280,000 thousand recoverable from ETL on account of encashment of bank guarantee) as
                 license fees in addition to Rs. 800,000 thousand recognized in the year ended March 31, 2002.
           (iv) The management has also provided for Rs. 69,340 thousand pertaining to liquidated charges and WPC charges
                paid in 2003-04 in accordance with the order of DoT in respect of restoration of Punjab license in the year
                2002-03.
           (v)    In a case against DoT, TDSAT had earlier passed an order, directing DoT to refund the interest accrued on
                  delayed deposit of license fees, pre NTP 99, due to extension of the effective date of license period by six
                  months. DoT had filed an appeal against the said order before the Supreme Court, which in its judgement
                  dated March 4, 2003 upheld the contention of GSM operators.
           (vi) In view of the non refund of the complete amount due pursuant to the Order dated March 4, 2003 of the
                Hon’ble Supreme Court the COAI moved a clarification application of the Order dated March 4, 2003, before
                the Hon’ble Supreme Court which was dismissed as withdrawn. COAI thereafter moved execution applications
                in TDSAT which also stands disposed off. The COAI moved to the Supreme Court against the interpretation
                advanced by the TDSAT in the execution proceedings. The Supreme Court has admitted the matter. The matter
                will now come up for hearing in due course of time.
           (vii) The Company received refund order of interest from the DoT in the circles of Andhra Pradesh and Karnataka
                 amounting to Rs. 770,334 thousand and had taken such amounts as an income to Profit and loss Account
105
               during the year 2002-03. The Company also received the interest refund order in the case of mobile operations
               in Punjab on the same grounds amounting to Rs. 856,644 thousand, which was set off against the interest
               claim of DoT amounting to Rs. 2,778,941 thousand in 2002-03. During the year ended March 31, 2005, the
               Company received a further refund of Rs. 57,338 thousand. The balance amount of Rs. 1,864,959 thousand
               has been provided in the books during the year ended March 31, 2006. Pending decision of the Delhi High
               Court, any amount determined as due from the Company on account of interest etc. cannot be quantified till
               the matter is sub-judice. Though the Company is of the view that it has a good arguable case, still, as a matter
               of conservative accounting practice, it has now provided for the above-mentioned amount of Rs. 1,864,959
               thousand.
     d)   The Customs Authorities, in some states, has issued show cause notices amounting to Rs. 1,230,678 thousand
          (included in Note 4 (a) (i) above) (March 31, 2005 Rs. 486,378 thousand) on import of special software on the
          ground that this value forms part of the hardware alongwith which the same has been imported. The view of the
          Company is that such imports should not suffer any customs duty as such software is an operating software and
          exempt from any customs duty.
     e)   In certain states Entry Tax is levied on receipt of material from outside the state. This position has been challenged
          by theCompany in the respective states, on the grounds that the specific Entry Tax is ultravires the constitution,
          classification issues have been raised whereby, in view of the Company, the material proposed to be taxed is not
          covered under the specific category. The amount under dispute as at March 31, 2006 is Rs. 787,390 thousand
          (included in Note 4 (a) (i) above) (March 31, 2005 Rs. 231,516).
     f)   BAL is currently in litigation with DSS Enterprises Private Limited (‘DSS’) (0.34 per cent equity interest in erstwhile
          BCL) on various counts. This inter alia includes alleged claim for specific performance in respect of alleged agreements
          to sell the equity interest of DSS in erstwhile Bharti Mobinet Limited. (BMNL) to BAL (formerly BTVL). The case filed
          by DSS to enforce the sale of equity shares before the Delhi High Court was transferred to District Court. The suit filed
          by DSS was dismissed in default by the Ld. Additional District judge on the ground of non-prosecution. Subsequently,
          DSS filed an application for restoration of the suit on which notices were issued to BAL (formerly BTVL) and other
          defendants returnable on August 22, 2006.
          In respect of the same transaction, Crystal Technologies Private Limited, an intermediary, initiated arbitration
          proceedings against the Company demanding Rs. 194,843 thousand (March 31, 2005 Rs. 194,843 thousand)
          regarding termination of its appointment as a consultant to negotiate with DSS for the sale of DSS stake in erstwhile
          Bharti Mobinet Limited to BAL (formerly BTVL). The next date of hearing is yet to be intimated by the Arbitrator.
5.   Export Obligation
     Erstwhile BIL and BCL have obtained licenses under the Export Promotion Credit Guarantee (‘EPCG’) Scheme for importing
     capital goods at a concessional rate of customs duty against submission of bank guarantee and bonds.
     Under the terms of the respective schemes, these companies are required to export goods of FOB value equivalent to, or
     more than, five times the CIF value of imports in respect of certain licenses and eight times the duty saved in respect of
     licenses where export obligation has been refixed by the order of Director General Foreign Trade, Ministry of Finance, as
     applicable.
     Accordingly the Companies are now required to export goods of FOB value of at least Rs. 26,550,884 thousand (March
     31, 2005 Rs. 23,470,852 thousand).
6.   a)   Estimated amount of contracts to be executed on capital account and not provided for (net of advances)
          Rs. 41,478,800 thousand (March 31, 2005 Rs. 19,491,800 thousand).
     b)   Under the IT Outsourcing Agreement, the Company has commitments to pay Rs. 3,731,265 thousand (March 31,
          2005 Rs. 5,988,619 thousand) during the non-cancellable period of the contract for three years ending on March
          31, 2007, comprising finance lease and servicing charges.
7.   During the year, the Company has revised its estimations for recognition of site restoration cost and its depreciation from
     fifteen years to ten years and has provided depreciation as per the revised estimate of useful life, resulting in a decline in
     value of plant and machinery by Rs. 345,053 thousand and a higher charge of depreciation by Rs. 42,926 thousand with
     a consequential impact on profit for the year and net assets of the Company as at that date.
8.   a)   The Company has entered into a Joint Venture agreement dated November 3, 2004 with 7 other overseas mobile
          operators to form a regional alliance called the Bridge Mobile Alliance incorporated in Singapore as Bridge Mobile
          Pte Ltd. with initial equity to be equally held amongst the eight operators/shareholders. On March 31, 2005 the
                                                                                                                                 106
            Company invested USD-1,000 thousand in ordinary shares of USD 1 each in Bridge Mobile Pte Ltd. amounting to
            Rs. 43,763 thousand.
       b)   The Company has entered into a Memorandum of Understanding dated July 8, 2005 with 5 other parties to form an
            aircraft chartering company called the Forum I Aviation Limited incorporated in India with initial equity to be
            equally held amongst the six members. During the period ended March 31, 2006, the Company has invested Rs.
            34,950 thousand in ordinary shares of Forum I Aviation Limited.
       c)   Investment in Joint Ventures
            Joint Venture                                   Country of                                            Ownership
                                                            Business                                                Interest
            Bridge Mobile Pte Ltd.                          Singapore                                                 12.50%
            Forum I Aviation Ltd.                           India                                                     16.64%
            The following represent the Company’s share of Assets and Liabilities, and income and results of the Joint Venture.
            They are included in the balance sheet and profit and loss account statement.
                                                                                                  As at                 As at
                                                                                      March 31, 2006         March 31, 2005
  9.   Vide a Supply contract and Construction and maintenance agreement executed on March 27, 2004, Alcatel Submarine
       Networks of France and Fujitsu Ltd. of Japan provided the SEA-ME-WE-4 Cable Systems (broadly described as a submarine
       cable system linking South East Asia and Europe, via the Indian Sub-Continent & Middle East) and will also provide long
       term technical support to a consortium of sixteen Telecom operators in various countries including the Company whose
       share (8.051%) of the contract price is estimated to be USD 37,840 thousand (March 31, 2005 USD 39,055 thousand).
  10. The Company had allotted 37,500 Optionally Convertible Redeemable Debentures (‘OCRDs’) of Rs. 100,000 each
      aggregating to Rs. 3,750,000 thousand that were optionally convertible into equity shares at an Agreed Price on a
107
    preferential basis to the erstwhile shareholders of BHL (the sellers) as part of the consideration for 67.5% equity in Bharti
    Hexacom limited acquired during 2004-05. The tenor of the OCRDs was 364 days from and including the date of
    allotment. The OCRDs were convertible solely and entirely at the option of the Seller and BAL (formerly BTVL) was not
    entitled to convert the same into equity shares unless the Sellers exercised their option to convert. If the Sellers chose not
    to convert all or part of the OCRDs, then the outstanding OCRDs were to be redeemed at face value at the end of the tenor.
    BAL (formerly BTVL) and the Sellers were to share any upside in the BAL (formerly BTVL) stock price, at the time of
    Conversion. The difference between the Relevant Price and the Agreed Price was to be shared in the 60:40 ratio (BTVL:Sellers)
    respectively at the time of conversion of the OCRDs. The upside was to be adjusted by way of reducing the number of
    shares to be allotted on conversion. The Relevant Price would be the average of the closing prices (as given in the
    Exchange Bhav Copy) of BAL (formerly BTVL) shares quoted on NSE and BSE (both) during the three trading days
    preceding the Notice Date or the end of the Tenor as applicable.
    During the year ended March 31, 2006 the Company has issued 20,088,445 equity shares of Rs. 10/- each fully paid up
    to M/s. Shyam Cellular Infrastructures Projects Limited upon conversion of Optionally Convertible Redeemable Debentures
    (OCRDs) which is as follows:
                                                                                                                      (Rs. ‘000)
    Date of Allotment                                                                    No. of Shares              Conversion
                                                                                               Allotted                Amount
11. During the year ended March 31,2005 the Company issued USD 115,000,000 Zero Coupon Convertible Bonds due 2009
    (the “Bonds”). The Bonds are convertible at any time on or after June 12, 2004 (or such earlier date as is notified to the
    holders of the Bonds by the Issuer) up to April 12, 2009 by holders into fully paid equity shares with full voting rights with
    a par value of Rs. 10 each of the Issuer (“Shares”) at an initial Conversion Price (as defined in the “Terms and Conditions
    of the Bonds”) of Rs. 233.17 per share with a fixed rate of exchange on conversion of Rs. 43.56 = USD 1.00. The
    Conversion Price is subject to adjustment in certain circumstances.
    The Bonds may be redeemed, in whole or in part, at the option of the Issuer at any time on or after May 12, 2007 and prior
    to April 12, 2009, subject to satisfaction of certain conditions, at their “Early Redemption Amount” (as defined in the
    “Terms and Conditions of the Bonds”) at the date fixed for such redemption if the “Closing Price” (as defined in the
    “Terms and Conditions of the Bonds”) of the Shares translated into U.S. dollars at the “prevailing rate” (as defined in the
    “Terms and Conditions of the Bonds”) for each of 30 consecutive “Trading Days” (as defined in the “Terms and Conditions
    of the Bonds”), the last of which occurs not more than five days prior to the date upon which notice of such redemption
    is published, is greater than 120 percent of the “Conversion Price” (as defined in the “Terms and Conditions of the
    Bonds”) then in effect translated into U.S. dollars at the rate of Rs. 43.56 = USD 1.00.
    The Bonds may also be redeemed in whole, and not in part, at any time at the option of the Issuer at their Early
    Redemption Amount if less than 5 percent in aggregate principal amount of the Bonds originally issued is outstanding.
    The Bonds may also be redeemed in whole at any time at the option of the Issuer at their Early Redemption Amount in
    the event of certain changes relating to taxation in India.
    Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed in U.S. dollars on May
    12, 2009 at 111.84 percent of their principal amount.
    The Issuer will, at the option of any holder of any Bonds, repurchase at the Early Redemption Amount such Bonds at such
    time as the Shares cease to be listed or admitted to trading on the NSE or upon the occurrence of a “Change of Control”
    (as defined in the “Terms and Conditions of the Bonds”) in respect of the Issuer. These Bonds are listed in the Singapore
    Exchange Securities Trading Limited (the “SGX-ST”).
                                                                                                                                108
       The Company has during the period ended March 31, 2006 Converted Bonds equivalent to USD 94,756,000 into
       17,701,967 equity shares of the Company at the option exercised by the bond holders which is as follows:
  12. Profit on sale of investments is net of loss on sale of investments Rs. 2,103 thousand (March 31, 2005 Rs. 6,732
      thousand).
  13. Billing Revenue in the Profit and Loss Account is net of Rebates and Discounts Rs. 27,908 thousand (March 31, 2005
      Rs. 1,918,625 thousand).
  14. Rs. 2,762,604 thousand (March 31, 2005 Rs. 2,585,873 thousand) included under Current Liabilities, represents refundable
      security deposits received from subscribers on activation of connections granted thereto and are repayable on
      disconnection, net of outstanding, if any. Sundry debtors are secured to the extent of the amount outstanding against
      individual subscribers by way of Security Deposit received from them.
  15. As at March 31, 2006 4,195,449 equity shares (March 31, 2005 6,436,266 equity shares) of the Company are held by
      Bharti Tele-Ventures Employee’s Welfare Trust (“The Trust”) issued at the rate of Rs. 51.36 per equity share fully paid up.
  16. The Loans and Advances granted to subsidiaries and associates are repayable on demand and repayments made during
      the year are as mutually agreed.
  17. Particulars of securities charged against secured loans taken by the Company are as follow :
       Particulars                                                      Amount            Security charges
                                                                    Outstanding
                                                                      (Rs.’000s)
       Debentures
                                                                                         z    First ranking pari passu charge on
       10.55%, 5 Non-Convertible Redeemable Debentures                     12,500
                                                                                               all present and future tangible
       of Rs. 10,000 thousand each repayment commencing
                                                                                               movable and freehold immovable
       from December 2004
                                                                                               assets owned by the Company
       10.90%, 27 Non-Convertible Redeemable Debentures of               270,000
                                                                                               including plant and machinery
       Rs. 10,000 thousand each repayment commencing from
                                                                                               office equipment, furniture and
       December 2006
                                                                                               fixtures fittings, spares tools and
       11.45%, 5 Non-Convertible Redeemable Debentures of                  50,000              accessories vehicles.
       Rs. 10,000 thousand each repayment commencing from
                                                                                         z    All rights, titles, interests in the
       December 2009
                                                                                              accounts, and monies deposited
       11.70%, 45 Non-Convertible Redeemable Debentures of               450,000              and investments made there from
       Rs. 10,000 thousand each repayment commencing from                                     and in project documents, book
       December 2009                                                                          debts and insurance policies.
       7.25%, 200 Non-Convertible Redeemable Debentures of             1,400,000
       Rs. 10,000 thousand each repayment commencing from
       October 2003
       8.65%, 95 Non-Convertible Redeemable Debentures of                950,000
       Rs. 10,000 each repayable in May 2007
       Debentures                                                      3,132,500
109
Particulars                                                        Amount     Security charges
                                                               Outstanding
                                                                 (Rs.’000s)
                                                                              z   First ranking pari passu charge on
Loans and Advances from Banks
                                                                                  all present and future tangible
Term Loan                                                                         movable and freehold immovable
                                                                                  assets owned by the Company
Rupee Loan Rs. 400,000 thousand repayable in 4 half                100,000        including plant and machinery
yearly installments beginning March 2005                                          office equipment, furniture and
                                                                                  fixtures fittings, spares tools and
Rupee Loan Rs.500,000 thousand repayable in 4 half                 125,000        accessories vehicles.
yearly installments beginning September 2005                                  z   All rights, titles, interests in the
                                                                                  accounts, and monies deposited
Rupee Loan of Rs.900,000 thousand repayable in 4 half              450,000        and investments made there from
                                                                                  and in project documents, book
yearly installments beginning July 2005
                                                                                  debts and insurance policies.
Term Loan                                                          675,000
Long Term Foreign Currency Loan of USD 10,000 thousand             384,774    z   All rights, titles, interests in the
repayable in 13 half yearly installments beginning June 2005                      accounts, and monies deposited
                                                                                  and investments made there from
Long Term Foreign Currency Loan of USD 12,000 thousand             461,729
                                                                                  and in project documents, book
repayable in 13 half yearly installments beginning June 2005
                                                                                  debts and insurance policies.
Long Term Foreign Currency Loan of USD 46,000 thousand           1,673,408
repayable in 20 half yearly installments beginning June 2004
Long Term Foreign Currency Loan of USD 27,956 thousand             696,632
repayable in 19 half yearly installments beginning June 2004
Foreign Currency Term Loan of USD 18,996 thousand                  765,000
repayable in 20 half yearly installments beginning May 2005
Foreign Currency Term Loan of USD 43,035 thousand                1,522,000
repayable in 20 half yearly installments beginning
September 2005
                                                                                                                    110
      Particulars                                                      Amount     Security charges
                                                                   Outstanding
                                                                      (Rs.’000)
111
18. Expenditure/Earnings in Foreign Currency (on accrual basis):
                                                                                          (Rs.’000)
    Particulars                                                     Period ended         Year ended
                                                                   March 31, 2006    March 31, 2005
    Expenditure
    On account of :
            Interest                                                     909,265         1,175,095
            Professional & Consultation Fees                              20,706           106,362
            Travelling                                                    11,792              9,173
            Roaming Charges (Incl. Commission)                           831,529           731,870
            Membership & Subscription                                       2,716             5,467
            Staff Training & Others                                         2,535           11,353
            Services                                                      15,618           408,885
            Annual Maintenance                                           122,460              8,103
            Bandwidth Charges                                            680,263           256,760
            Access Charges                                              3,987,105        2,146,771
            Repairs & Maintenance                                               –              832
            Investment                                                          –           63,378
            Marketing                                                         296          115,597
            Material                                                    1,011,797                 –
            Upfront fee                                                  527,593           145,102
            Signalling charges                                              3,880             2,292
            Registration fee                                                  124                 –
            US Point of Presence Charges                                  29,524            31,084
            Board Meeting Expenses                                            637              615
            Bank Charges                                                      287                 –
            Directors Commission                                            5,114                 –
            Sponsorship                                                       392                 –
            Delegation fee                                                    734                 –
    Earnings
            Roaming Revenue                                             2,740,674        2,239,362
            Billing Revenue                                             9,968,082        7,554,242
            Swap Income                                                     8,507           63,001
            Interest Income                                                 9,078             5,521
            EKN Premium Refund                                            34,016              1,390
                                                                                                   112
  20. The aggregate managerial remuneration under Section 198 of the Companies Act, 1956 to the directors (including
      managing director) is:
                                                                                                                     (Rs.’000)
      Particulars                                                                        Year ended               Year ended
                                                                                      March 31, 2006          March 31, 2005
      Whole Time Director
             Salary *                                                                           90,609                 68,875
             Reimbursements and Perquisites                                                        680                    795
             Performance Linked Incentive                                                     102,126                  56,087
      Total Remuneration payable to Whole Time Directors                                      193,415                125,757
             Non Whole Time Directors
             Commission                                                                          9,898                  9,801
             Sitting Fees                                                                          710                    800
      Total amount paid/payble to Non-Whole Time Directors                                      10,608                 10,601
      *      The amount excludes Company’s contribution/provision for gratuity cost for the year, which is determined annually
             on actuarial basis.
             Computation of Net Profit in accordance with Section 349 of the Companies Act, 1956, and calculation of
             Remuneration payable to Directors
                                                                                                                     (Rs.’000)
      Particulars                                                                        Year ended               Year ended
                                                                                      March 31, 2006          March 31, 2005
Net Profit/(Loss) for the year Under Section 349 25,721,293 17,363,029
  21. (i)    The Central Government’s approval is pending against the application made by erstwhile BML in respect of
             remuneration of Rs. 1,943 thousand [Rs. 1,274 thousand for the five month period ended August 31, 2000 and
             Rs. 669 thousand for the year ended March 31, 2000 respectively] (March 2003: Rs. 1,943 thousand) payable to the
             former Whole Time Director which exceeds the limits prescribed by Schedule XIII of the Companies Act, 1956.
      (ii)   The Central Government’s approval is pending against the application made by erstwhile BCL in respect of excess
             remuneration paid to Whole Time Directors of Rs. 4,063 thousand (March 31, 2005 Rs.4,063 thousand).
      (iii) The cumulative amount of excess remuneration paid to the Whole Time Director of the Company pending approval
            of Central Government is Rs. 565 thousand (March 31, 2005 Rs. 565 thousand) and is refundable by the director.
      (iv) The cumulative amount of excess remuneration paid to Managing Director and Whole Time Directors (erstwhile
           ‘BIL’) pertaining to earlier years, pending approval of the Central Government is Rs. 3,114 thousand (March 31, 2005
           Rs. 3,114 thousand) and is refundable by Directors.
113
22. Auditors Remuneration :                                                                      (Rs.’000)
                                                                            Year ended         Year ended
                                                                         March 31, 2006    March 31, 2005
    Audit Fee*                                                                   63,300            53,401
    Certification Fee                                                             2,202             3,730
    Reimbursement of Expenses                                                       709             2,352
    Other Fees*                                                                  15,750                 –
    Total                                                                        81,961            59,483
    *   Excluding Service Tax
23. Details of SSI Creditors having outstanding balance for more than 30 days
(Rs. ‘000)
                                                                                                         114
  24. Quantitative Information
      2005-06
                                                                                                                          (Rs. ‘000)
                                     Year ended                 Purchases                Sales/Internal           Year ended
                                                             (Refer Notes 1)              Utilisation            March 31, 2006
                                  March 31, 2005                2005-06                    2005-06
      2004-05
                                                                                                                          (Rs. ‘000)
                                    Acquired on            Purchases (Refer              Sales/Internal              As at
                                   Amalgamation           Notes 1 & 3 below)              Utilisation            March 31, 2005
                                    April 1, 2004              2004-05                     2004-05
      Handsets                      69         103             –               –          69              –          –            –
      Simcards(Note 2)        2,450,748    152,810    20,381,108    1,050,435      17,468,655     689,604     5,363,201    302,202
      TDMA/PAMA VSATs
      Assembly sets                145      12,011             –               –           –              –        145        2,048
      Broadband Interactive
      Terminal/Gateways             70       1,468             –               –           –              –         70            –
      Internet Modem                32      33,775             5      21,646              19       38,876           18      11,588
115
25. The details of investments required as per Schedule VI of the Companies Act 1956 are provided below.
    a) Details of Investments held as at March 31, 2006
                                                                                                                                  (Rs. ‘000)
                                                                         As at       As at       As at        As at       As at       As at
    Particulars                                           Rate of    March 31,   March 31,   March 31,    March 31,   March 31,   March 31,
                                                          Interest       2006        2006        2006         2005        2005        2005
                                                                      (No. of        Face        Cost       (No. of       Face         Cost
                                                                        Units)      Value                    Units)      Value
    Other than Trade (Quoted) - Government Securities
    9.81% GOI 2010@6.67% YTM                                                —           —           —     1,000,000    100,000     119,208
    6.18%GOI 2005                                                           —           —           —     1,500,000    150,000     150,525
    6.18%GOI 2005                                                           —           —           —     1,000,000    100,000     100,370
    6.18%GOI 2005                                                           —           —           —     1,000,000    100,000     100,270
    7.05% Canara Bank 2014                                                 50       50000       50,000         150     150,000     150,000
    7.15% Union Bank 2015                                                  50       50000       50,000         100     100,000     100,000
    11.50% IDBI 2010                                                        —           —           —      500,000      50,000      59,388
    364 Days T Bills Maturing on 14/10/2005                                 —           —           —      849,750      84,975      80,599
    364 Days T Bills Maturing on 14/10/2005                                 —           —           —      849,750      84,975      80,599
    364 Days T Bills Maturing on 14/10/2005                                 —           —           —     1,000,000    100,000      94,881
    9.81%GOI 2013                                                    1,000,000     100000      113,550           —           —           —
    7.30% REC Secured Bonds                                                60       50000       46,500           —           —           —
    364 Days T Bills Maturing on 14/04/2006                            578,000      57800       54,719           —           —           —
    364 Days T Bills Maturing on 14/04/2006                            600,000      60000       56,802           —           —           —
    8.07% GOI 2017                                                   1,000,000          —      103,850           —           —           —
                                                                                                                                          116
                                                                                                                                    (Rs. ‘000)
                                                                           As at        As at       As at       As at       As at       As at
      Particulars                                           Rate of    March 31,    March 31,   March 31,   March 31,   March 31,   March 31,
                                                            Interest       2006         2006        2006        2005        2005        2005
                                                                        (No. of         Face        Cost      (No. of       Face         Cost
                                                                          Units)       Value                   Units)      Value
117
25.(b) Details of Investments purchased and redeemed/sold during the year
    NON-TRADE
    9.81% GOI 2010@6.67% YTM                                 1,000,000     119,208             –              –    1,000,000    117,105
    National Saving Certificate                                    180       1,800             –              –            –          –
    Mutual Funds/Bonds
    Kotak Mahindra Mutual Fund                               5,120,185      55,000              –           –      5,120,185     56,238
    Kotak Mahindra Mutual Fund                               4,686,251      51,000              –           –      4,686,251     51,472
    Kotak Mahindra Mutual Fund                                       –           –      4,665,502      51,000      4,665,502     51,244
    Prudential ICICI MF                                      9,669,403     100,000              –           –      9,669,403    100,925
    ABN AMRO Floating Rate Fund                              6,480,357      66,360              –           –      6,480,357     66,766
    ABN AMRO Liquid Fund – I Plan                           16,708,746     171,590              –           –     16,708,746    172,179
    Birla Mutual Fund – Liquid – I Plan Premium              6,476,645      67,955              –           –      6,476,645     68,027
    Deutsche Floating Rate Fund                             10,582,759     113,031              –           –     10,582,759    113,517
    DSP ML Liquid Fund                                       3,309,093      53,623              –           –      3,309,093     53,812
    HDFC Mutual Fund – Cash Mgmt. Saving Plus Plan          21,214,445     303,910              –           –     21,214,445    305,031
    HDFC MutualFund – Cash Mgmt. Saving Plan                21,760,891     300,000              –           –     21,760,891    300,337
    HSBC Floating Rate Fund                                  4,243,159      43,223              –           –      4,243,159     43,405
    HSBC Liquid Fund                                         1,921,303      20,000              –           –      1,921,303     20,018
    ING ST Floater                                           5,939,171      60,621              –           –      5,939,171     61,133
    ING Vysya Liquid                                         3,355,543      34,850              –           –      3,355,543     34,968
    J M Fixed Maturity Plan QSA 5                           20,344,838     203,448              –           –     20,344,838    206,527
    J M MUTUAL FUND – Equity & Derivative                    5,000,000      50,000              –           –      5,000,000     50,865
    Kotak Floater ST Growth                                 10,784,823     117,238              –           –     10,784,823    117,479
    Prudential ICICI Mutual Fund – FMP Series 25 Quaterly   24,987,007     250,000              –           –     24,987,007    253,332
    Prudential ICICI Mutual Fund – Floating Rate Plan C      2,588,907      26,734              –           –      2,588,907     26,833
    Principal Floating Rate Fund                             4,907,164      50,364              –           –      4,907,164     50,570
    Reliance Mutual Fund – Floater                           6,984,563      71,752              –           –      6,984,563     72,118
    Reliance Mutual Fund – FMP Quarter Plan 8               15,000,000     150,000              –           –     15,000,000    152,181
    Reliance Mutual Fund – FMP Quarter Plan 7               20,000,000     200,000              –           –     20,000,000    202,894
    Tata Mutual Fund Floating Rate                          20,034,464     205,980              –           –     20,034,464    206,687
    UTI Floater                                              7,085,128      76,370              –           –      7,085,128     76,639
    HDFC (M+55) Floating Rate Bonds 2007                           200     200,000              –           –            200    200,000
    5.87% HDFC NCD 2006                                            250     250,000              –           –            250    250,014
    Kotak Mahindra Bank                                          1,000      95,444              –           –          1,000     95,575
    ING Vysya Bank                                               3,000     286,333              –           –          3,000    286,774
    ABN AMRO Flexi Debt Fund                                         –           –      9,730,824     102,566              –          –
    ABN AMRO Liquid Fund I Plan                                      –           –          5,964          61              –          –
    Birla Mutual Fund – Liquid – I Plan Premium                      –           –     13,178,755     146,195              –          –
    CAN Bank Floater Fund                                            –           –      6,710,663      71,421              –          –
    Deutsche Liquid Cash Plus – IP                                   –           –      4,973,082      54,516              –          –
    DSP Liquid Fund                                                  –           –        137,116     139,941              –          –
    Kotak Liquid Premium                                             –           –      8,010,148     112,803              –          –
    Prudential ICICI Mutual Fund – Floating Rate Plan D              –           –     12,774,826     130,519              –          –
    Tata Liquid Fund                                                 –           –         48,567      62,405              –          –
    UTI Liquid Fund                                                  –           –      5,981,755     117,338              –          –
    Deutsche Liquid Cash Plus – IP                                   –           –     30,811,792     320,000     30,811,792    320,058
    HDFC Floater                                                     –           –     21,308,885     237,300     21,308,885    237,402
    HDFC Mutual Fund – Cash Mgmt. Saving Plan                        –           –     10,145,148     140,000     10,145,148    140,020
    HSBC Liquid Fund                                                 –           –     19,196,069     200,000     19,196,069    200,086
    ABN AMRO Liquid Fund I Plan                                      –           –      2,699,873      27,789      2,699,873     27,821
    Deutsche Floating rate fund                                      –           –      8,062,478      86,419      8,062,478     86,483
    Grindlays Cash Fund S-plan C                                     –           –     15,228,233     159,795     15,228,233    160,000
    HDFC Mutual Fund – Cash Mgmt. Saving Plus Plan                   –           –      3,127,866      44,937      3,127,866     44,969
    HDFC Mutual Fund – Cash Mgmt. Saving Plan                        –           –      3,621,194      50,000      3,621,194     50,015
    Kotak Floater ST Growth                                          –           –     18,022,188     196,312     18,022,188    196,521
    Principal Liquid Fund                                            –           –      9,704,310     100,000      9,704,310    100,118
    HDFC Mutual Fund – Cash Mgmt. Saving Plan                        –           –     14,476,284     200,000     14,476,284    200,000
    ABN AMRO Liquid Fund I Plan                                      –           –      7,015,845      72,211      7,015,845     72,317
    Grindlays Cash Fund S-Plan C                                     –           –      7,954,278      83,475      7,954,278     83,599
    Grindlays FRF STP Plan C-Super IP                                –           –     10,608,525     111,471     10,608,525    111,520
    HSBC Floating Rate Fund                                          –           –      9,256,177      94,601      9,256,177     94,695
    Kotak Floater ST Growth                                          –           –      1,524,495      16,608      1,524,495     16,629
    Kotak Floater ST Growth                                          –           –     15,769,710     171,831     15,769,710    172,011
                                                                                                                                        118
                                                                 Balance                 Purchased             Sale/Redemption
                                                              as on 1.04.05            During the Year             Proceeds
119
                                                           Balance                 Purchased             Sale/Redemption
                                                        as on 1.04.05            During the Year             Proceeds
                                                                                                                             120
                                                                 Balance                 Purchased             Sale/Redemption
                                                              as on 1.04.05            During the Year             Proceeds
121
                                                           Balance                 Purchased             Sale/Redemption
                                                        as on 1.04.05            During the Year             Proceeds
                                                                                                                             122
                                                                Balance                 Purchased             Sale/Redemption
                                                             as on 1.04.05            During the Year             Proceeds
      Templeton India Mutual Fund – Short Term Debt           –              –        2,189       2,688          2,189      2,720
      Templeton India Mutual Fund – Short Term Debt           –              –       56,908      70,000         56,908     70,698
      Templeton India Mutual Fund – Short Term Debt           –              –       21,398      26,508         21,398     26,582
      UTI Floater                                             –              –    6,932,089      75,562      6,932,089     76,064
      UTI Floater                                             –              –      642,184       7,000        642,184      7,046
      UTI Floater                                             –              –    5,041,570      55,000      5,041,570     55,320
      UTI Floater                                             –              –    4,812,866      52,621      4,812,866     52,810
      UTI Liquid Fund                                         –              –       90,616     100,000         90,616    100,061
      Prudential ICICI Mutual Fund – Liquid                   –              –    4,730,187      78,669      4,730,187     78,900
      UTI Floater                                             –              –    7,992,051      87,379      7,992,051     87,749
      UTI Floater                                             –              –    1,115,832      12,202      1,115,832     12,251
      Prudential ICICI Mutual Fund – Liquid                   –              –      380,688       6,331        380,688      6,351
      Prudential ICICI Mutual Fund – Liquid                   –              –    2,316,733      38,608      2,316,733     38,649
      Tata Mutual Fund Floating Rate                          –              –    4,309,255      44,934      4,309,255     45,136
      Tata Mutual Fund Floating Rate                          –              –    5,238,013      54,804      5,238,013     54,864
      Prudential ICICI Mutual Fund – BPBG Blended Plan B      –              –    9,951,437     100,000      9,951,437    100,370
      UTI Floater                                             –              –    3,465,436      37,897      3,465,436     38,067
      UTI Floater                                             –              –    1,996,706      21,835      1,996,706     21,933
      Principal Liquid Fund                                   –              –    6,418,424      66,910      6,418,424     67,000
      DSP ML Floater                                          –              –    8,061,049      90,000      8,061,049     90,037
      Kotak Liquid Premium                                    –              –    1,456,963      19,721      1,456,963     19,771
      Kotak Liquid Premium                                    –              –    2,957,088      40,087      2,957,088     40,129
      Tata Liquid Fund SHIP                                   –              –       48,530      60,000         48,530     60,063
      Kotak Liquid Premium                                    –              –    3,313,152      44,913      3,313,152     44,967
      Kotak Liquid Premium                                    –              –    4,794,147      65,000      4,794,147     65,067
      UTI Floater                                             –              –    7,147,656      78,165      7,147,656     78,560
      UTI Floater                                             –              –    2,041,681      22,413      2,041,681     22,440
      Kotak Floater ST Growth                                 –              –    2,707,899      29,982      2,707,899     30,000
      Tata Mutual Fund Floating Rate                          –              –    3,841,774      40,196      3,841,774     40,299
      Tata Mutual Fund Floating Rate                          –              –    5,691,296      59,674      5,691,296     59,701
      Kotak Floater ST Growth                                 –              –    4,510,559      49,941      4,510,559     50,000
      Kotak Floater ST Growth                                 –              –      911,133      10,088        911,133     10,100
      Kotak Liquid Premium                                    –              –    6,618,328      89,867      6,618,328     90,000
      UTI Floater                                             –              –    5,245,953      57,587      5,245,953     57,769
      UTI Floater                                             –              –    2,018,783      22,188      2,018,783     22,231
      Deutsche Liquid Cash Plus – IP                          –              –    4,740,099      50,100      4,740,099     50,173
      Deutsche Liquid Cash Plus – IP                          –              –    4,255,641      45,000      4,255,641     45,046
      Deutsche Liquid Cash Plus – IP                          –              –      451,681       4,780        451,681      4,781
      HDFC Mutual Fund – Cash Mgmt. Saving Plus Plan          –              –      681,161       9,921        681,161      9,975
      HDFC Mutual Fund – Cash Mgmt. Saving Plus Plan          –              –    3,074,643      44,814      3,074,643     45,025
      ABN AMRO Liquid Fund – I Plan                           –              –    2,871,528      30,000      2,871,528     30,142
      ABN AMRO Liquid Fund – I Plan                           –              –    6,655,004      69,589      6,655,004     69,858
      Deutsche Liquid Cash Plus – IP                          –              –    4,745,825      50,220      4,745,825     50,264
      Deutsche Liquid Cash Plus – IP                          –              –    4,318,304      45,703      4,318,304     45,736
      Kotak Liquid Premium                                    –              –    3,471,151      47,133      3,471,151     47,259
      Kotak Liquid Premium                                    –              –    3,873,851      52,625      3,873,851     52,741
      Prudential ICICI Mutual Fund – Liquid                   –              –    1,790,799      29,843      1,790,799     30,000
      Deutsche Liquid Cash Plus – IP                          –              –    3,303,632      34,964      3,303,632     35,000
      Deutsche Liquid Cash Plus – IP                          –              –    3,716,468      39,333      3,716,468     39,397
      Deutsche Liquid Cash Plus – IP                          –              –    1,000,202      10,598      1,000,202     10,603
      Deutsche Liquid Cash Plus – IP                          –              –    4,716,670      49,977      4,716,670     50,000
      HSBC Floating Rate Fund                                 –              –    2,890,898      30,000      2,890,898     30,153
      Principal Floating Rate Fund                            –              –    4,756,424      49,831      4,756,424     50,000
      Tata Mutual Fund Floating Rate                          –              –    1,461,644      15,326      1,461,644     15,392
      Tata Mutual Fund Floating Rate                          –              –    8,034,401      84,435      8,034,401     84,608
      HSBC Floating Rate Fund                                 –              –    1,902,828      19,815      1,902,828     19,847
      HSBC Floating Rate Fund                                 –              –    4,806,190      50,050      4,806,190     50,130
      ING Vysya Liquid                                        –              –    9,414,068     100,000      9,414,068    100,014
      Reliance Fixed Maturity 30 Days                         –              –   16,000,000     160,000     16,000,000    160,638
      ABN AMRO Liquid Fund – I Plan                           –              –      995,667      10,411        995,667     10,473
      ABN AMRO Liquid Fund – I Plan                           –              –    3,964,047      41,500      3,964,047     41,697
      Principal Floating Rate Fund                            –              –    4,276,428      44,802      4,276,428     45,000
      UTI Liquid Fund                                         –              –       56,523      62,614         56,523     62,850
      ABN AMRO Floating Rate Fund                             –              –    4,777,603      50,000      4,777,603     50,227
      ABN AMRO Floating Rate Fund                             –              –    3,117,309      32,659      3,117,309     32,773
123
                                                           Balance                 Purchased             Sale/Redemption
                                                        as on 1.04.05            During the Year             Proceeds
                                                                                                                             124
                                                                       Balance                  Purchased            Sale/Redemption
                                                                    as on 1.04.05             During the Year            Proceeds
125
                                                      Balance                 Purchased             Sale/Redemption
                                                   as on 1.04.05            During the Year             Proceeds
ABN AMRO Floating Rate Fund I Plan                  –              –   10,000,000     100,000     10,000,000    100,136
ABN AMRO Floating Rate Fund I Plan Plus             –              –    1,484,381      14,848      1,484,381     14,864
Birla Mutual Fund – Liquid – I Plan Premium         –              –    5,562,870      60,000      5,562,870     60,090
Birla Mutual Fund – Liquid – I Plan Premium         –              –    3,694,761      39,857      3,694,761     39,910
Can Bank Floater                                    –              –    7,775,823      80,000      7,775,823     80,524
Can Bank Floater                                    –              –    7,741,886      80,000      7,741,886     80,173
J M Mutual Fund Floating Rate                       –              –    4,478,261      50,134      4,478,261     50,301
J M Mutual Fund Floating Rate                       –              –    4,812,884      53,945      4,812,884     54,059
Prudential ICICI Mutual Fund – Liquid               –              –      733,688      12,376        733,688     12,398
Prudential ICICI Mutual Fund – Liquid               –              –    6,098,643     103,007      6,098,643    103,052
UTI Liquid Fund                                     –              –       44,764      50,000         44,764     50,106
UTI Liquid Fund                                     –              –       89,473     100,000         89,473    100,152
UTI Liquid Fund                                     –              –       44,438      49,689         44,438     49,742
Principal Mutual Fund – Short Term                  –              –    7,126,209      80,013      7,126,209     81,618
Principal Mutual Fund – Short Term                  –              –    8,906,162     100,014      8,906,162    102,004
Principal Mutual Fund – Short Term                  –              –    4,400,634      50,000      4,400,634     50,401
ABN AMRO Floating Rate Fund – I Plan Plus           –              –   10,678,982     106,822     10,678,982    106,950
Birla Mutual Fund – Liquid – I Plan Premium         –              –    5,278,588      56,943      5,278,588     57,027
Birla Mutual Fund – Liquid – I Plan Premium         –              –   17,917,599     193,544     17,917,599    193,573
Grindlay Short Term Plan C                          –              –   10,119,862     101,252     10,119,862    101,861
Grindlay Short Term Plan C                          –              –    6,983,366      70,040      6,983,366     70,291
Grindlay Short Term Plan C                          –              –    7,470,486      75,011      7,470,486     75,194
HDFC Mutual fund – Cash Mgmt. Saving Plus Plan      –              –    3,787,260      55,200      3,787,260     55,987
HSBC Short Term                                     –              –    1,984,728      22,983      1,984,728     23,159
HSBC Short Term                                     –              –    6,904,121      80,172      6,904,121     80,563
ING Vysya Mutual Fund – Short Term Debt             –              –       54,276         563         54,276        577
ING Vysya Mutual Fund – Short Term Debt             –              –    9,626,121     100,000      9,626,121    102,272
ING Vysya Mutual Fund – Short Term Debt             –              –    9,472,739     100,014      9,472,739    100,642
ING Vysya Liquid                                    –              –   19,781,220     199,968     19,781,220    200,000
J M Mutual Fund Short Term                          –              –    5,176,226      58,677      5,176,226     59,829
J M Mutual Fund Short Term                          –              –    6,409,365      72,704      6,409,365     74,083
Kotak Floater ST Growth                             –              –      902,119       9,988        902,119     10,108
Kotak Mahindra Short Term                           –              –    4,239,283      51,974      4,239,283     52,206
Prudential ICICI Mutual Fund – Short Term           –              –      407,330       5,215        407,330      5,323
Prudential ICICI Mutual Fund – Short Term           –              –    7,796,420     100,000      7,796,420    101,880
Prudential ICICI Mutual Fund – Short Term           –              –    7,686,336     100,000      7,686,336    100,441
Prudential ICICI Mutual Fund – Short Term           –              –    5,601,871      73,010      5,601,871     73,202
Reliance Mutual Fund – Short Term Fund              –              –    8,149,080      94,918      8,149,080     96,718
Reliance Mutual Fund – Short Term Fund              –              –    8,468,548     100,000      8,468,548    100,510
Reliance Mutual Fund – Short Term Fund              –              –    3,038,303      35,878      3,038,303     36,060
Tata Mutual Fund – Short Term                       –              –    8,394,614     100,000      8,394,614    102,120
Tata Mutual Fund – Short Term                       –              –    8,285,828     100,000      8,285,828    100,796
UTI Liquid Fund                                     –              –       44,994      50,311         44,994     50,372
UTI Liquid Fund                                     –              –        3,285       3,674          3,285      3,678
UTI Liquid Fund                                     –              –       28,011      31,326         28,011     31,373
UTI Liquid Fund                                     –              –        5,024       5,621          5,024      5,627
Birla Mutual Fund – Liquid – I Plan Premium         –              –    9,248,127      99,897      9,248,127    100,000
ING Vysya Liquid                                    –              –   10,884,524     110,032     10,884,524    110,162
ING Vysya Liquid Super IP                           –              –    3,936,146      39,797      3,936,146     39,838
Tata Liquid Fund SHIP                               –              –       68,013      85,000         68,013     85,293
Tata Liquid Fund SHIP                               –              –       11,728      14,698         11,728     14,707
Birla Mutual Fund – Liquid – I Plan Premium         –              –      607,166       6,559        607,166      6,571
Birla Mutual Fund – Liquid – I Plan Premium         –              –    1,702,794      18,415      1,702,794     18,429
Birla Mutual Fund – Liquid – I Plan Premium         –              –    4,076,431      44,085      4,076,431     44,125
Birla Mutual Fund – Liquid – I Plan Premium         –              –    3,129,578      33,860      3,129,578     33,875
ING Vysya Liquid Super IP                           –              –    3,481,811      35,203      3,481,811     35,271
ING Vysya Liquid Super IP                           –              –    5,007,740      50,676      5,007,740     50,729
UTI Liquid Fund                                     –              –       66,479      74,379         66,479     74,571
UTI Liquid Fund                                     –              –       22,669      25,394         22,669     25,429
ABN AMRO Floating Rate Fund I Plan Plus             –              –    8,398,427      84,009      8,398,427     84,282
ABN AMRO Floating Rate Fund I Plan Plus             –              –    1,566,199      15,667      1,566,199     15,718
Birla Mutual Fund – Liquid – I Plan Premium         –              –    9,237,107      99,941      9,237,107    100,000
Grindlays FRF STP Plan C – Super IP                 –              –    9,244,451     100,000      9,244,451    100,056
J M Mutual Fund Floating Rate                       –              –    2,324,556      26,055      2,324,556     26,169
J M Mutual Fund Floating Rate                       –              –    2,116,927      23,753      2,116,927     23,831
                                                                                                                        126
                                                           Balance                 Purchased             Sale/Redemption
                                                        as on 1.04.05            During the Year             Proceeds
127
                                                   Balance                 Purchased             Sale/Redemption
                                                as on 1.04.05            During the Year             Proceeds
                                                                                                                     128
                                                                 Balance                 Purchased             Sale/Redemption
                                                              as on 1.04.05            During the Year             Proceeds
129
                                                           Balance                 Purchased             Sale/Redemption
                                                        as on 1.04.05            During the Year             Proceeds
                                                                                                                             130
                                                                 Balance                  Purchased            Sale/Redemption
                                                              as on 1.04.05             During the Year            Proceeds
131
                                                           Balance                 Purchased           Sale/Redemption
                                                        as on 1.04.05            During the Year           Proceeds
                                                                                                                           132
                                                                 Balance                 Purchased             Sale/Redemption
                                                              as on 1.04.05            During the Year             Proceeds
      Prudential ICICI Mutual Fund – Floating Rate Plan D      –              –    6,739,388      68,555      6,739,388      68,670
      Birla Mutual Fund–Liquid – I Plan Premium                –              –    4,517,324      49,813      4,517,324      50,000
      Prudential ICICI Mutual Fund – Floating Rate Plan D      –              –    3,091,231      31,445      3,091,231      31,520
      Prudential ICICI Mutual Fund – Floating Rate Plan D      –              –    4,757,611      48,455      4,757,611      48,511
      DSP Liquid Fund                                          –              –      116,671     118,594        116,671     118,918
      DSP Liquid Fund                                          –              –       31,083      31,676         31,083      31,682
      Standard Chartered Liquidity Fund                        –              –    1,615,625      16,290      1,615,625      16,323
      Standard Chartered Liquidity Fund                        –              –    8,918,397      90,000      8,918,397      90,103
      UTI Liquid Fund                                          –              –    6,099,425     119,121      6,099,425     119,444
      UTI Liquid Fund                                          –              –    1,560,319      30,506      1,560,319      30,556
      Deutsche Liquid Cash Plus–IP                             –              –    4,566,794      49,768      4,566,794      50,000
      Kotak Liquid Premium                                     –              –    1,847,100      25,935      1,847,100      26,022
      Kotak Liquid Premium                                     –              –    1,702,045      23,927      1,702,045      23,978
      Kotak Liquid Premium                                     –              –    2,566,018      36,073      2,566,018      36,163
      Kotak Liquid Premium                                     –              –    4,351,601      61,207      4,351,601      61,327
      ABN AMRO Liquid Fund I Plan                              –              –   34,051,661     349,939     34,051,661     350,000
      Birla Mutual Fund – Liquid – I Plan Premium              –              –    2,307,698      25,447      2,307,698      25,608
      Birla Mutual Fund – Liquid – I Plan Premium              –              –    9,036,199     100,000      9,036,199     100,271
      Birla Mutual Fund – Liquid – I Plan Premium              –              –    2,173,757      24,098      2,173,757      24,121
      CAN Bank Floater Fund                                    –              –      583,337       6,160        583,337       6,215
      CAN Bank Floater Fund                                    –              –    9,366,165      99,110      9,366,165      99,785
      DSP Liquid Fund                                          –              –       86,671      88,324         86,671      88,511
      DSP Liquid Fund                                          –              –       39,244      40,000         39,244      40,077
      DSP Liquid Fund                                          –              –       20,967      21,383         20,967      21,412
      Kotak Liquid Premium                                     –              –    2,758,044      38,793      2,758,044      38,898
      Kotak Liquid Premium                                     –              –    8,517,948     120,000      8,517,948     120,133
      Kotak Liquid Premium                                     –              –   10,645,546     150,000     10,645,546     150,139
      Kotak Liquid Premium                                     –              –      701,570       9,828        701,570       9,895
      Principal Liquid Fund                                    –              –    1,069,308      11,574      1,069,308      11,637
      Principal Liquid Fund                                    –              –    4,618,255      50,000      4,618,255      50,261
      Principal Liquid Fund                                    –              –    3,908,370      42,445      3,908,370      42,535
      Prudential ICICI Mutual Fund – Floating Rate Plan D      –              –    7,020,227      71,545      7,020,227      71,739
      Prudential ICICI Mutual Fund – Floating Rate Plan D      –              –   11,566,019     118,000     11,566,019     118,192
      Prudential ICICI Mutual Fund – Floating Rate Plan D      –              –   14,915,168     152,260     14,915,168     152,417
      Prudential ICICI Mutual Fund – Floating Rate Plan D      –              –      748,847       7,651        748,847       7,652
      UTI Liquid Fund                                          –              –    1,764,319      34,494      1,764,319      34,615
      UTI Liquid Fund                                          –              –    2,822,931      55,271      2,822,931      55,385
      UTI Liquid Fund                                          –              –    3,305,960      64,729      3,305,960      64,862
      UTI Liquid Fund                                          –              –    1,566,719      30,692      1,566,719      30,738
      Kotak Liquid Premium                                     –              –    1,949,511      27,490      1,949,511      27,500
      Birla Mutual Fund – Liquid – I Plan Premium              –              –   11,356,944     125,902     11,356,944     126,098
      Birla Mutual Fund – Liquid – I Plan Premium              –              –    6,385,689      70,805      6,385,689      70,902
      CAN Bank Floater Fund                                    –              –       84,112         890         84,112         897
      CAN Bank Floater Fund                                    –              –    6,603,151      70,000      6,603,151      70,394
      CAN Bank Floater Fund                                    –              –    7,383,240      78,579      7,383,240      78,710
      Deutsche Liquid Cash Plus – IP                           –              –    1,257,441      13,703      1,257,441      13,793
      Deutsche Liquid Cash Plus – IP                           –              –    7,760,785      85,000      7,760,785      85,130
      Deutsche Liquid Cash Plus – IP                           –              –    5,933,689      65,000      5,933,689      65,088
      Deutsche Liquid Cash Plus – IP                           –              –      545,883       5,984        545,883       5,988
      DSP Liquid Fund                                          –              –       38,876      39,647         38,876      39,724
      DSP Liquid Fund                                          –              –      137,281     140,059        137,281     140,276
      HSBC Cash Fund I Plus Plan                               –              –    4,825,999      52,699      4,825,999      53,108
      Kotak Liquid Premium                                     –              –   11,338,270     159,880     11,338,270     160,000
      LIC Liquid Fund                                          –              –    4,016,123      50,500      4,016,123      50,838
      Principal Liquid Fund                                    –              –    3,458,045      37,555      3,458,045      37,592
      Principal Liquid Fund                                    –              –    1,160,210      12,600      1,160,210      12,613
      Prudential ICICI Mutual Fund – Floating Rate Plan D      –              –   20,733,294     211,830     20,733,294     212,000
      Reliance Mutual Fund – Liquid                            –              –    2,158,372      26,355      2,158,372      26,555
      Tata Mutual Fund Floating Rate                           –              –    2,324,925      25,114      2,324,925      25,337
      Tata Liquid Fund                                         –              –       77,947     100,000         77,947     100,296
      Tata Liquid Fund                                         –              –       60,389      77,595         60,389      77,704
      UTI Liquid Fund                                          –              –      475,129       9,308        475,129       9,327
      UTI Liquid Fund                                          –              –    7,284,174     142,780      7,284,174     142,997
      UTI Liquid Fund                                          –              –      900,382      17,662        900,382      17,676
      Total Non–Trade                                                3,795,834                 61,593,087                 64,642,882
133
                                                   Balance                  Purchased            Sale/Redemption
                                                as on 1.04.05             During the Year            Proceeds
Trade Investments
6.18% GOI 2005                              1,500,000     150,525                               1,500,000     150,000
6.18% GOI 2005                              1,000,000     100,370                               1,000,000     100,000
6.18% GOI 2005                              1,000,000     100,270                               1,000,000     100,000
7.05% Canara Bank 2014                            150     150,000                                     100     100,055
7.15% Union Bank 2015                             100     100,000                                      50      50,005
11.50% IDBI 2010                              500,000      59,388                                 500,000      59,554
364 Days T Bills Maturing on 14/10/2005       849,750      80,599                                 849,750      84,975
364 Days T Bills Maturing on 14/10/2005       849,750      80,599                                 849,750      84,975
364 Days T Bills Maturing on 14/10/2005     1,000,000      94,881                               1,000,000     100,000
9.81% GOI 2013                                      –           –     1,000,000      113,550            –           –
7.30% REC Secured Bonds                             –           –            50       46,500            –           –
364 Days T Bills Maturing on 14/04/2006             –           –       578,000       54,719            –           –
364 Days T Bills Maturing on 14/04/2006             –           –       600,000       56,802            –           –
8.07% GOI 2017                                      –           –     1,000,000      103,850            –           –
GE Capital Services Ltd. NCD                        –           –           100    1,018,561            –           –
HDFC Ltd. Commercial Paper                          –           –             5       48,079            5      48,238
10.90% IDBI OMNI Bonds                              –           –             5       54,800            5      55,325
10.90% IDBI OMNI Bonds                              –           –             5       54,800            5      55,325
8.07% GOI 2017                                      –           –             5       52,420            5      52,445
8.07% GOI 2017                                      –           –             5       52,420            5      52,575
8.07% GOI 2017                                      –           –             5       52,420            5      52,575
8.07% GOI 2017                                      –           –             5       52,420            5      52,600
7.77% SDL Gujarat 2015                              –           –       108,800       10,880      108,800      10,967
7.77% SDL Karnataka 2015                            –           –        57,100        5,710       57,100       5,764
7.77% SDL Rajasthan 2015                            –           –       161,700       16,170      161,700      16,291
7.77% SDL Maharashtra 2015                          –           –       187,500       18,750      187,500      18,900
6.85% GOI 2012                                      –           –       500,000       50,088      500,000      50,140
7.55% GOI 2010                                      –           –       500,000       51,873      500,000      51,900
7.55% GOI 2010                                      –           –       500,000       51,873      500,000      51,925
7.77% SDL Karnataka                                 –           –       500,000       50,400      500,000      51,275
6.65% HDFC 2008                                     –           –           320      320,000          320     319,977
6.65% HDFC 2008                                     –           –           200      200,000          200     199,985
PFC Ltd. Commercial Paper                           –           –           340      166,090          340     166,317
10.25% GOI 2021                                     –           –       500,000       62,375      500,000      62,750
10.25% GOI 2021                                     –           –       500,000       62,320      500,000      62,650
7.25% IDBI 2015                                     –           –       100,000        9,860      100,000      10,010
7.50% GOI 2034                                      –           –       500,000       50,000      500,000      50,275
6.10% PGC 2014                                      –           –       625,000       57,717      625,000      57,906
7.4% IOB 2015                                       –           –     1,000,000      100,000    1,000,000     100,400
10.25% GOI 2021                                     –           –       500,000       62,185      500,000      62,540
7.45% BOB 2015                                      –           –           100      100,000          100     100,400
Standard Chartered Inv & Loan CP                    –           –     1,000,000       99,851    1,000,000     100,000
7.49% GOI 2017                                      –           –     1,500,000      151,830    1,500,000     152,235
HDFC Ltd. CP                                        –           –     1,000,000       99,785    1,000,000     100,000
Citi Corp Finance India Ltd. CP                     –           –     2,500,000      249,380    2,500,000     250,000
6.15% Rabo India Finance P Ltd. 2005                –           –     1,000,000      100,000    1,000,000     100,000
6% NCD ICICI Securities Ltd. 2005                   –           –     2,500,000      250,000    2,500,000     250,000
7.40% IOC 2015                                      –           –           200       20,010          200      20,560
6.30% GE Capital Services Ltd. 2005                 –           –     2,500,000      250,000    2,500,000     250,000
8.07% GOI 2017                                      –           –       500,000       53,110      500,000      53,405
HDFC Ltd. CP                                        –           –           400      195,314          400     196,036
6.45% ICICI Securities Ltd. 2005                    –           –           500      250,000          500     250,000
7.40% IOC 2015                                      –           –            24       23,421           24      23,978
Citifinancial Consumer Finance India Ltd.           –           –           250      250,000          250     250,000
DSP Merrill Lynch Capital Ltd.                      –           –           400      198,888          400     200,000
7.50% GE Capital Services India                     –           –            50      500,000           50     500,000
12% HUCO 2011                                       –           –           500       53,450          500      54,493
Total Trade                                               916,632                  5,952,671                 5,399,726
Others
G E Countywide Intercorporate Deposit              –             –           1      300,000            1      300,000
DSP ML Capital Ltd.                                –             –           1      250,000            1      250,000
IL & FS ICD                                        –             –           1      250,000            1      250,000
G E Countrywide                                    –             –           1      250,000            1      250,000
Bank of America                                    –             –           1      350,000            1      350,000
6.50% IL & FS Ltd.                                 –             –           1      250,000            1      250,000
IL & FS Ltd.                                       –             –           1      250,000            1      250,000
                                                                                                                      134
  26. a)   The Company uses various premises on lease to install the equipment. A provision is recognized for the costs to be
           incurred for the restoration of these premises at the end of the lease period. It is expected that this provision will be
           utilized at the end of the lease period of the respective sites as per the respective lease agreements.
      b)   The Company has introduced bonus plans aimed towards performance and retention of employees who are eligible
           based on certain eligibility cirterias. This provision will be utilised at the end of the period of the bonus plan on
           payment to the eligible employees.
      c)   The movement of Provision made for Site Restoration Cost, leave encashment and deferred bonus plan in accordance
           with AS–29 ‘Provisions, Contingent liabilities and Contingent Assets’ issued by Institute of Chartered Accountants of
           India, is given below:
           (i)    Site Restoration Cost:
135
27. Information about Business Segments-Primary
    For the year ended March 31, 2006
                                                                                                                                      (Rs. ‘000)
    Reportable Segments                    Mobile    Broadband &        Enterprise       Enterprise      Others     Eliminations         Total
                                           Service      Telephone         Services         Services
                                                           Services       Carriers       Corporate
    Revenue
    Billing Revenue/Sale of Goods
    and Other Income                    77,886,497      14,368,482      14,617,951        5,956,863       76,000               –   112,905,793
    Inter Segment Revenue                1,390,163         705,927      10,009,882           74,110            –    (12,180,082)             –
    Total Revenue                       79,276,660      15,074,409      24,627,833        6,030,973       76,000    (12,180,082)   112,905,793
    Results
    Segment Result, Profit/(Loss)       16,095,910         625,962       7,767,797        1,935,248   (1,310,951)             –     25,113,966
    Operating Profit/(Loss)
    before Finance Expenses             16,095,910         625,962       7,767,797        1,935,248   (1,310,951)             –     25,113,966
    Net Finance Expense/(Income) net            –                 –               –              –     2,256,011              –      2,256,011
    Net Profit/(Loss)                   16,095,910         625,962       7,767,797        1,935,248   (3,566,962)             –     22,857,955
    Provision for Tax                            –               –               –                –     1,665,243             –      1,665,243
    Fringe Benefit Tax                           –               –               –                –       190,471             –        190,471
    Deferred Tax Expense                         –               –               –                –       881,447             –        881,447
    Net Profit/(Loss) after tax         16,095,910         625,962       7,767,797        1,935,248   (6,304,123)             –     20,120,794
    Other Information
    Segment Assets                     117,096,613      30,116,537      25,814,960        7,984,043    8,308,058               –   189,320,211
    Inter Segment Assets                 2,118,844      10,895,906      19,002,918        3,304,018   41,039,987    (76,361,673)             –
    Advance Tax
    (Net of provision for tax)                  –                 –               –              –       980,374              –        980,374
    Total Assets                       119,215,457      41,012,443      44,817,878       11,288,061   50,328,419    (76,361,673)   190,300,585
    Segmental Liabilities               83,852,497       7,689,976      12,680,132        3,028,685    7,703,252               –   114,954,542
    Inter Segment Liabilities           20,075,885      35,645,249      16,305,686        4,272,539       62,314    (76,361,673)             –
    Deferred Tax Liability                       –               –               –                –    1,890,459               –     1,890,459
    Total Liabilities                  103,928,382      43,335,225      28,985,818        7,301,224    9,656,025    (76,361,673)   116,845,001
    Capital Expenditure                 32,787,757      10,027,692       4,776,788        1,290,082       38,407              –     48,920,726
    Depreciation and
    Amortisation                        10,695,396       2,647,182       1,878,171         313,409        63,121              –     15,597,279
* Includes Rs.50,000 thousand for license fee paid towards Unified Access License.
                                                                                                                                              136
      Notes:
      1.   Others’ represents the unallocated revenue, profit/(loss), assets & liabilities of the Corporate office of the Company
      2.   Segment results represents Profit/(loss) before Finance expenses and tax.
      3.   Capital expenditure pertains to gross additions made to fixed assets during the year.
      4.   Segment Assets include Fixed Assets, Capital Work in progress, Pre-operative expenses pending allocation, Current
           Assets and Miscellaneous Expenditure to the extent not written off.
      5.   Segment Liabilities include Secured and Unsecured loans, current liabilities and provisions.
      6.   Inter segment assets/liabilities represent the inter segment account balances.
      7.   Inter segment revenue excludes the provision of telephone services free of cost among Group Companies. Other
           Inter segment revenues are accounted for at market prices. These transactions have been eliminated in consolidation.
      8.   The accounting policies used to derive reportable segment results are consistent with those described in the
           “Significant Accounting Policies” note to the financial statements.
      9.   The Company has revised its estimation for Site Restoration Cost, resulting in a higher charge of depreciation by
           Rs. 43,310 thousand in Mobile services and Rs. Nil in Broadband and Telephone service, Long Distance, Enterprise
           Services and Others, decrease in Fixed assets and Provisions by Rs. 337,367 thousand in Mobile Services and Rs.
           Nil in Broadband and Telephone services, Long Distance, Enterprise Services and Others with corresponding
           impact on profit for the year and net assets of the Company.
      10. During the year the Company has changed the name of its long distance and Enterprises Services segment to
           Enterprise Services Carrier and Enterprise Services Corporate respectively.
      Information about Geographical Segment – Secondary
      The Company has operations within India as well as with entities located in other countries. The information relating to
      the Geographical segments in respect of operations within India, which is the only reportable segment, the remaining
      portion being attributable to others, is presented below:
                                                                                                                      (Rs. ‘000)
      Particulars                                                                                  As at                   As at
                                                                                         March 31, 2006        March 31, 2005
137
28. Related Party Disclosures:
    In accordance with the requirements of Accounting Standards (AS) -18 on Related Party Disclosures, the names of the
    related parties where control exists and/or with whom transactions have taken place during the year and description of
    relationships, as identified and certified by the management are:
    Key Management Personnel :
    Sunil Bharti Mittal
    Rajan Bharti Mittal
    Akhil Gupta
    Manoj Kohli
    Other Related Parties
    Name of the Related Party                    Relationship
    Bharti Comtel Limited                        Subsidiary Company
    Bharti Aquanet Limited                       Subsidiary Company
    Bharti Hexacom limited                       Subsidiary Company
    Bharti Broadband Limited                     Subsidiary Company
    Satcom Broadband Equipment Limited           Subsidiary Company
    Singapore Telecommunications Limited         Entity having Significant Influence
    Bharti Telesoft Limited                      Entity where Key Management Personnel exercises significant influence
    Bharti Teletech Limited                      Entity where Key Management Personnel exercises significant influence
    Bharti Telesoft International Limited        Entity where Key Management Personnel exercises significant influence
    Teletech Services (India) Limited            Entity where Key Management Personnel exercises significant influence
    Mulberry Projects Private Limited            Entity where Key Management Personnel exercises significant influence
    Bharti Foundation                            Entity where Key Management Personnel exercises significant influence
    Bharti Tele-Ventures Employees’ Trust        Entity where Key Management Personnel exercises significant influence
    Forum I Aviation Limited                     Joint Venture
    Bridge Mobile Pte Limited                    Joint Venture
                                                                                                                         138
139
      Related Party Transaction for 2005–06
                                                                                                                                                                                                                         (Rs.’000)
                                 Bharti      Bharti      Bharti    Satcom       Bharti   Singapore      Forum l      Bridge       Bharti       Bharti     Bharti    Teletech        Mulberry      Bharti       Bharti     Manoj
      Nature of               Hexacom      Aquanet      Broad-     Broad-      Comtel    Telecomm-     Aviation      Mobile      Telesoft    Teletech    Telesoft Services (I)       Projects   Founda-          Tele-     Kolhi
      Transaction               Limited     Limited       band       band      Limited    unication     Limited          Pte     Limited      Limited      Inter-    Limited             Pvt.       tion     ventures
                                                        Limited     Equip-                   Limited                    Ltd.                            national                      Limited              Employee’s
                                                                     ment                                                                                Limited                                              Welfare
                                                                   Limited                                                                                                                                      Trust
      Purchase of
      Fixed assets              (6,902)           –            –          –          –             –          –            –     (1,555) (303,750)              –               –          –          –             –          –
      Sale of Fixed Assets      10,118            –            –          –          –             –          –            –           –            –           –               –          –          –             –          –
      Rendering of Services    310,255         107             –          –    64,379    1,426,840            –            –           –          13            –               –          –          –             –          –
      Receiving of Services   (220,906)    (30,601)            –          –          –    (894,333)     (3,775)     (9,630)    (13,103) (316,667)       (22,049)     (67,592)       (10,938)          –             –          –
      Funds transferred/
      Includes expenses
      incurred on behalf
      of others                508,844         503     627,598       8,510    247,770              –     5,800             –        618      15,451             –               –          –          –             –          –
      Funds received/
      Includes expenses
      incurred on behalf
      of company              (165,704)    (28,896) (333,997)      (9,500) (160,516)               –          –            –           –        (26)            –               –          –          –             –          –
      Employee Related
      Transaction incurred
      on behalf of others         6,546        643      37,608            –          –             –          –            –           –         108            –               –          –          –             –          –
      Employee Related
      Transaction incurred
      on behalf of company      (4,027)         (3)            –          –          –             –          –            –           –            –           –               –          –          –             –          –
      Salary                           –          –            –          –          –             –          –            –           –            –           –               –          –          –             –    18,181
      Donation                         –          –            –          –          –             –          –            –           –            –           –               –          –     56,855             –          –
      Amount received
      on exercise of
      ESOP options                     –          –            –          –          –             –          –            –           –            –           –               –          –          –      (59,732)          –
      Closing Balance          380,681      (3,599)    470,106       (975)    388,534      318,373       2,025      (2,970)    245,944      (38,513)     (4,842)                –      7,920           –     215,533
      Unsecured Loan                   –    (1,406)            –          –          –             –          –            –           –            –           –               –          –          –             –          –
      Creditors                        –    (2,193)            –     (975)    (58,989)             –          –     (2,970)            –    (38,513)     (4,842)                –          –          –             –          –
      Loan and Advances        317,533            –    412,331            –   447,523              –     2,025             –           –            –           –               –      7,920          –      215,533           –
      Debtors                   63,148            –     57,775            –          –     318,373            –            –   245,944              –           –               –          –          –             –          –
      Closing Balance          380,681      (3,599)    470,106       (975)    388,534      318,373       2,025      (2,970)    245,944      (38,513)     (4,842)                –      7,920           –     215,533           –
      Notes:
      1. The above excludes provision of telephone services free of cost among the Group Companies and free of cost use of Billing System of the Company by its subsidiaries.
      2. Refer Note 20 on Schedule 23 for Managerial Remuneration paid to Key managerial personnel.
      Related Party Transaction for 2004–05
                                                                                                                                                                                                                     (Rs.’000)
                                               Bharti     Bharti      Bharti   Satcom      Bharti   Singapore         Bharti       Bharti    Bharti       Bharti      Bharti    Mulberry Ambience            Tulip   Network
      Nature of                             Hexacom     Aquanet      Broad-    Broad-     Comtel    Telecomm-         Enter-     Telecom    Telesoft    Teletech     Telesoft    Projects   Reality     Projects           i2i
      Transaction                             Limited    Limited       band      band     Limited    unication        prises   Limited**    Limited      Limited       Inter-     Private   Private       Private    Limited*
                                                                     Limited    Equip-                  Limited      Private                                        national      Limited Limited*      Limited*
                                                                                 ment                              Limited*                                          Limited
                                                                               Limited
Closing Balance 31,226 (6,287) 138,896 15 236,901 54,941 – – 4,258 (26,129) (24,466) 7,920 95,625 4,113 –
Closing Balance 31,226 (6,287) 138,896 15 236,901 54,941 – – 4,258 (26,129) (24,466) 7,920 95,625 4,113 –
      *    Entity where Key Management Personnel exercises significant influence in the year 2004-05.
      ** Entity having significant influence in the year 2004-05.
      Notes:
      1.   The above excludes provision of telephone services free of cost among the Group Companies and free of cost use of Billing System of the Company by its wholly owned subsidiary.
2. Refer Note 20 on Schedule 23 for Managerial Remuneration paid to Key managerial personnel.
140
  29. Leases
      a)   Operating lease - As a Lessee
           The lease rentals charged during the year for cancelable/non-cancellable leases relating to rent of building premises
           and cell sites as per the agreements and maximum obligation on long-term non-cancellable operating leases are as
           follows:
141
    d)   Exchange of IRU’s
         The Company has also entered into a non-cancellable operating lease to take approximately 922.37 kilometers 2
         pair of dark fiber pairs against consideration in cash and exchange of approximately 246.75 kilometers 2 pair of dark
         fiber pairs and bandwidth on IRU basis for a period of 15 years. Due to the nature of the transaction, it is not possible
         to compute gross carrying amount, depreciation for the year and accumulated depreciation of the asset given on
         operating lease as at March 31, 2006 and accordingly, disclosures required by AS 19 is not provided.
    e)   The Company entered into a composite IT outsourcing agreement, whereby the vendor supplied fixed assets and IT
         related services to the Company. Based on the risks and rewards incident to the ownership, the fixed assets received
         are accounted for as a finance lease transaction. Accordingly, the asset and liability are recorded at the fair value of
         the leased assets at the inception. These assets are depreciated over their useful lives as in the case of the Company’s
         own assets.
         Since the entire amount payable to the vendor towards the supply of fixed assets during the year is accrued, there
         are no minimum lease payments outstanding as at the year-end in relation to these assets and accordingly, other
         disclosures as per AS 19 are not applicable.
30. Earnings per share (Basic and Diluted):
                                                                                                 As at                   As at
                                                                                       March 31, 2006           March 31,2005
    Basic and Diluted Earnings per Share :
         Nominal value of equity shares (Rs.)                                                        10/-                    10/-
         Profit attributable to equity shareholders (Rs.’000) (A)                           20,120,794               12,106,739
         Weighted average number of equity shares outstanding
         during the year (B)                                                             1,881,838,518           1,853,366,767
         Basic earnings per Share (Rs.) (A/B)                                                   10.6921                  6.5323
         Dilutive effect on profit (Rs.’000) (C )*                                                 4,080                 75,652
         Profit attributable to equity shareholders for computing Diluted
         EPS (Rs.’000) (D)=(A+C)                                                            20,124,874               12,182,391
         Dilutive effect on weighted average number of equity shares
         outstanding during the year (E)*                                                   15,822,704               37,018,694
         Weighted Average number of Equity shares and Equity Equivalent
         shares for computing Diluted EPS (F)=(B+E)                                      1,897,661,222           1,890,385,461
         Diluted earnings per share (Rs.) (D/F)                                                 10.6051                  6.4444
         *      Diluted effect on weighted average number of equity shares and profit attributable is on account of Foreign
                Currency Convertible Bonds and Optionally Convertible Redeemable Debentures. Refer Notes 10 and 11 above.
31. a)   The breakup of net Deferred Tax Asset/(Liability) as on March 31, 2005 is as follows:
                                                                                                                    (In Rs.’000)
                                                                                                 As at                    As at
                                                                                       March 31, 2006           March 31, 2005
         Deferred Tax Assets/(Liabilities) arising from:
         (i)    Provision for doubtful debts/advances charged in the financial                  807,343                 544,843
                statements but allowed as deduction under the Income Tax Act
                in future years (to the extent considered realisable)
         (ii)   Unabsorbed depreciation allowance and business loss carried                             –             1,137,463
                forward (to the extent considered realizable, on the basis of
                estimated future profitability)
         (iii) Depreciation claimed as deduction under the Income tax Act but               (2,646,398)             (2,508,144)
               chargeable in the financial statements in future years.
         (iv) Other expenses claimed as deduction under the Income Tax Act but
              chargeable in the financial statements in future years (Net)                      (51,404)              (183,173)
         Net Deferred Tax Asset/(Liability)                                                 (1,890,459)             (1,009,011)
         The Tax impact for the above purpose has been arrived at by applying a tax rate of 33.66% being the prevailing tax
         rate for Indian companies under the Income Tax Act, 1961.
                                                                                                                                142
  32. Employee stock compensation
      (i)    Pursuant to the shareholders’ resolutions dated February 27, 2001 and September 25, 2001, the Company has
             introduced the “Bharti Tele-Ventures Employees’ Stock Option Plan” (hereinafter called “the Old Scheme”) under
             which the Company decided to grant, from time to time, options to the employees of the Company and its
             subsidiaries. The grant of options to the employees under the ESOP Scheme is on the basis of their performance and
             other eligibility criteria.
      (ii)   On August 31, 2001 and September 28, 2001, the Company issued a total of 1,440,000 equity shares at a price of
             Rs. 565 per equity share to the Trust. The Company issued bonus shares in the ratio of 10 equity shares for every one
             equity share held as of September 30, 2001, as a result of which the total number of shares allotted to the trust
             increased to 15,840,000 equity shares.
      (iii) Pursuant to the shareholders’ further resolution dated September 6, 2005, the Company announced a new Employee
             Stock Option Scheme (hereinafter called “the New Scheme”) under which the maximum quantum of options was
             determined at 9,367,276 options to be granted to employees from time to time on the basis of their performance
             and other eligibility criteria.
      (iv) All above options are planned to be settled in equity at the time of exercise and have maximum period of 7 years
             from the date of respective grants. The plans existing during the year are as follows:
143
      d)   2005 Plan under the New Scheme
           The options under this plan have an exercise price in the range of Rs. 221 to Rs. 366 per share and vest on a
           graded basis from the effective date of grant as follows:
(v)   The Information concerning stock options granted, exercised, forfeited and outstanding at the year-end is as
      follows:
      2001 Plan
      Outstanding at beginning of year                                      2,321              22.50
      Granted                                                                   –                   –
      Exercised                                                             2,024              22.50
      Cancelled or expired                                                     27              22.50
      Outstanding at the year end                                             270              22.50               2.94
      Exercisable at end of year                                              270              22.50
      2004 Plan
      Outstanding at beginning of year                                      2,134              70.00
      Granted                                                                   –                   –
      Exercised                                                               203              70.00
      Cancelled or expired                                                    271                   –
      Outstanding at the year end                                           1,660              70.00               4.83
      Exercisable at end of year                                              266              70.00
      Superpot Plan
      Outstanding at beginning of year                                          –                   –
      Granted                                                                  71                   –
      Exercised                                                                14                   –
      Cancelled or expired                                                      5                   –
      Outstanding at the year end                                              52                   –              5.25
      Exercisable at end of year                                                6                   –
      Weighted average fair value of options granted during the year           71             139.40
      2005 Plan
      Outstanding at beginning of year                                          –                   –
      Granted                                                               2,589             238.03
      Exercised                                                                 –                   –
      Cancelled or expired                                                      –                   –
      Outstanding at the year end                                           2,589             238.03               6.46
      Exercisable at end of year                                                –                   –
      Weighted average fair value of options granted during the year        2,589             191.86
                                                                                                                       144
       (vi) The fair value of the options granted during the year under the Super-pot Plan and the New Scheme is estimated on
            the date of grant using the Black-Scholes model with the following assumptions.
            Risk Free Interest Rates                   4.59% p.a. to 5.30% p.a.              6.65% p.a. to 7.33% p.a.
            Expected Life                              12 to 36 months                       48 to 66 months
            Expected Volatility                        55.15%                                44.48% to 45.87%
            Expected Dividend                          0.00%                                 0.00%
            Expected volatility is determined by taking into account the closing prices of stock listed on Bombay Stock Exchange
            from February 18, 2002 i.e. the date of the initial public offer (IPO).
       (vii) The balance of deferred stock compensation as on March 31, 2006 is Rs. 388,149 thousand (March 31, 2005
            Rs. 13,370 thousand) and total employee compensation cost recognized for the year then ended is Rs. 127,067
            thousand (March 31, 2005 Rs. 47,128 thousand).
  33. a)    During the year there have been seven instances of employee frauds reported across five circles of the Company.
            These frauds are in the nature of extending favours to third parties. The amounts of these cases are not presently
            quantifiable. The management has taken appropriate action against these employees.
       b)   During the year there was an instance of financial misstatement at one of the circles of the Company, estimated at
            approximately Rs. 125,721 thousand, which have been appropriately adjusted in the financial statements. The
            Company has taken appropriate action against the circle management.
  34. The Company has undertaken to provide financial support, to it’s subsidiaries – Bharti Comtel Limited and Satcom
       Broadband Equipment Limited.
35. Previous Year figures have been regrouped or reclassified, wherever necessary, to conform to current year classifications.
145
Balance Sheet Abstract and Company’s General Business Profile
I. Registration Details
V. Generic names of three principal products/services of the Company (as per monetary terms)
                                                                                                                     146
                                                                                                     Section 212
147
Consolidated Financial Statements with Auditors’ Report
1.   We have audited the attached consolidated Balance                     basis of separate audit of financial statements of Bharti
     Sheet of Bharti Airtel Limited (Formerly Bharti Tele-                 Airtel Limited and its subsidiaries included in the
     Ventures Limited) and its subsidiaries as at March 31,                consolidated financial statements.
     2006, the consolidated Profit and Loss Account for the
     year ended on that date annexed thereto and the                4.     On the basis of the information and explanations given
     consolidated Cash Flow Statement for the year ended                   to us, and on consideration of the separate audit reports
     on that date, which we have signed under reference to                 of individual audited financial statements of Bharti Airtel
     this report. These consolidated financial statements are              Limited and its aforesaid subsidiaries, in our opinion,
     the responsibility of the Company’s management. Our                   consolidated financial statements give a true and fair
     responsibility is to express an opinion on these                      view in conformity with the accounting principles
     consolidated financial statements based on our audit.                 generally accepted in India:
2.   We conducted our audit in accordance with auditing             (i)    in the case of the consolidated Balance Sheet, of the
     standards generally accepted in India. Those Standards                consolidated state of affairs of Bharti Airtel Limited and
     require that we plan and perform the audit to obtain                  its subsidiaries as at March 31, 2006;
     reasonable assurance about whether the consolidated
     financial statements are prepared, in all material respects,   (ii)   in the case of the consolidated Profit and Loss Account,
     in accordance with an identified financial reporting                  of the consolidated results of operations of Bharti Airtel
     framework and are free of material misstatement. An                   Limited and its subsidiaries for the year ended on that
     audit includes examining, on a test basis, evidence                   date; and
     supporting the amounts and disclosures in the
     consolidated financial statements. An audit also includes      (iii) in the case of the consolidated Cash Flow Statement, of
     assessing the accounting principles used and significant              the consolidated cash flows of Bharti Airtel Limited and
     estimates made by management, as well as evaluating                   its subsidiaries for the year ended on that date.
     the overall consolidated financial statement
     presentation. We believe that our audit provides a
     reasonable basis for our opinion.
                                                                                                                      U. RAJEEV
3.   We report that the consolidated financial statements                                                                 Partner
                                                                                                          Membership No. F-87191
     have been prepared by the Company in accordance
     with the requirements of Accounting Standard 21                                                           For and on behalf of
     ‘Consolidated Financial Statements’ issued by the              Place: New Delhi                         PRICE WATERHOUSE
     Institute of Chartered Accountants of India and on the         Date: April 28, 2006                     Chartered Accountants
                                                                                                                                    148
                    Consolidated Balance Sheet as at March 31, 2006
                                                                 Schedule                    As at                         As at
  Particulars                                                      No.             March 31, 2006               March 31, 2005
                                                                                        (Rs. ’000)                   (Rs. ’000)
  SOURCES OF FUNDS
  Shareholders’ Funds
      Share Capital                                                    1                18,938,793                  18,560,889
      Employee Stock Option Outstanding                                      505,961                                         –
      Less: Deferred Stock Compensation                                      384,701       121,260                           –
      (Refer Note 26 on Schedule 23 and Note 22 on Schedule 22)
      Reserves and Surplus                                             2                54,563,810                  34,639,403
  Loan Funds
      Secured Loans                                                    3                28,399,081                  39,619,760
      Unsecured Loans                                                  4                19,329,267                  10,386,242
  Deferred Tax Liability (Net)
  (Refer Note 14 on Schedule 22, Note 25 on Schedule 23                                  1,948,431                   1,011,019
  and Note 2 on Schedule 22)
  Minority Interest                                                                      1,091,048                     924,569
  (Refer Note 11 on Schedule 23 and Note 2 on Schedule 22)
                                                                                       124,391,690                 105,141,882
  APPLICATION OF FUNDS
  Fixed Assets
      Gross Block                                                      5               190,488,165                 140,627,322
      Less: Depreciation                                                                52,302,210                  36,802,292
  Net Block                                                                            138,185,955                 103,825,030
      Capital Work-in-Progress                                                          24,364,837                  10,166,556
                                                                                       162,550,792                 113,991,586
      Pre-operative Expenditure Pending Allocation                     6                         –                           –
                                                                                       162,550,792                 113,991,586
  Investments                                                          7                 2,479,545                   4,780,749
  Current Assets, Loans and Advances
      Inventories                                                       8                  381,320                     544,835
      Sundry Debtors                                                    9               11,140,089                   7,414,710
      Cash and Bank Balances                                           10                3,510,627                   4,098,042
      Other Current Assets, Loans and Advances                         11               15,089,432                  10,819,812
                                                                                        30,121,468                  22,877,399
  Less: Current Liabilities and Provisions                             12
        Current Liabilities                                                              68,399,949                 43,760,812
        Provisions                                                                        2,439,565                  1,185,269
                                                                                         70,839,514                 44,946,081
  Net Current Assets                                                                   (40,718,046)               (22,068,682)
  Miscellaneous Expenditure
  (to the extent not written off or adjusted)                          13                   79,399                     583,483
  Profit and Loss Account                                                                        –                   7,854,746
                                                                                       124,391,690                 105,141,882
  Statement of Significant Accounting Policies                         22
  Notes to Accounts                                                    23
  This is the Balance Sheet referred to       The Schedules referred to above form an integral part of the Balance Sheet.
  in our report of even date.
                                                               For and on behalf of the Board
  U. RAJEEV                             SUNIL BHARTI MITTAL                                                AKHIL GUPTA
  Partner                            Chairman & Managing Director                                     Joint Managing Director
  Membership No. F-87191
  For and on behalf of
  PRICE WATERHOUSE
  Chartered Accountants
                                             DEVEN KHANNA                   VIJAYA SAMPATH         SARVJIT SINGH DHILLON
                                          Group Financial Controller        Company Secretary      Director (Finance & Business
  Place : New Delhi                                                                                        Integration)
  Date : April 28, 2006
149
Consolidated Profit and Loss Account
for the year ended March 31, 2006
INCOME
    Service Revenue                                                                            115,392,605                        80,076,607
    Sale of Goods                                                                                1,248,248                         1,046,428
    Other Income                                                          14                       614,240                           434,810
                                                                                               117,255,093                        81,557,845
EXPENDITURE
    Access Charges                                                                              21,795,091                        16,893,080
    Network Operating                                                     15                    12,125,988                         7,102,625
    Cost of Sales of Goods                                                16                     1,146,560                         1,026,989
    Personnel                                                             17                     8,005,395                         5,170,882
    Sales and Marketing                                                   18                     8,335,924                         6,442,162
    Administrative and Others                                             19                    12,459,623                         6,474,627
                                                                                                63,868,581                        43,110,365
Profit including other income and before Licence Fee,
Finance Expenses/(Income) (Net), Depreciation, Amortisation,
Pre-operative Expenditure, Charity and Donation and Taxation                                    53,386,512                        38,447,480
     Licence fee and Spectrum charges (revenue share)                                           11,136,540                         7,789,494
Profit including Other Income and before Finance Expenses/
(Income) (Net), Depreciation, Amortisation, Pre-operative
Expenditure, Charity and Donation and Taxation                                                  42,249,972                        30,657,986
     Finance Expenses (Net)                                               20                     2,244,107                         2,439,179
     Depreciation                                                                               14,819,199                        10,441,487
     Amortisation                                                         21                     1,599,575                         1,440,296
     Pre-operative Expenditure written off                                                          29,668                           473,912
     Charity and Donation                                                                          102,534                            31,139
Profit Before Tax                                                                               23,454,889                        15,831,973
     Tax Expenses /(Credit)
     –     Current                                                                               1,773,852                           130,861
     –     Deferred                                                                                937,413                         3,464,514
           (Refer Note 14 on Schedule 22 and Note 25 on Schedule 23)
     –     Fringe Benefit Tax                                                                     197,593                                 –
Profit After Tax                                                                                20,546,031                        12,236,598
     Minority Interest (Refer Note 11 on Schedule 23 and
     Note 2 on Schedule 22)                                                                       266,545                           120,857
Profit for the year                                                                            20,279,486                         12,115,741
     Transferred (from)/to Debenture Redemption Reserve                                        (2,307,348)                         2,478,854
                                                                                               22,586,834                          9,636,887
Loss brought forward                                                                           (7,854,746)                       (6,747,934)
     Adjustments under the schemes of amalgamation during the year                                       –                      (10,742,998)
     Profit for pre-acquisition period for 1% stake of BHL acquired                                      –                             (701)
Profit/ (Loss) carried forward to the Balance Sheet                                             14,732,088                       (7,854,746)
Earnings per share in Rs. (Basic)                                                                  10.776                              6.528
Earnings per share in Rs. (Diluted)                                                                10.689                              6.440
(Refer Note 19 on Schedule 22 and Note 28 on Schedule 23)
Statement of Significant Accounting Policies                              22
Notes to Accounts                                                         23
This is the Profit and Loss Account referred to        The Schedules referred to above form an integral part of the
in our report of even date.                                             Profit and Loss Account.
                                                                     For and on behalf of the Board
U. RAJEEV                                     SUNIL BHARTI MITTAL                                          AKHIL GUPTA
Partner                                    Chairman & Managing Director                               Joint Managing Director
Membership No. F-87191
For and on behalf of
PRICE WATERHOUSE
Chartered Accountants
                                                 DEVEN KHANNA                     VIJAYA SAMPATH             SARVJIT SINGH DHILLON
                                              Group Financial Controller          Company Secretary          Director (Finance & Business
Place : New Delhi                                                                                                    Integration)
Date : April 28, 2006
                                                                                                                                          150
                                                 Consolidated Cash Flow Statement
                                                for the year ended March 31, 2006
                                                                                               (Rs. ’000)
      Particulars                                                For the year ended    For the year ended
                                                                     March 31, 2006      March 31, 2005
  A. Cash flow from operating activities:
        Net profit / (loss) before tax                                   23,454,889          15,831,973
     Adjustments for:
        Depreciation                                                     14,819,199          10,444,026
        Interest Expense                                                  2,385,639           3,178,002
        Interest Income                                                   (201,627)           (102,576)
        (Profit)/Loss on Fixed Assets sold                                  (24,607)               9,583
        (Profit)/Loss on sale of Investments                              (108,940)           (400,180)
        ESOP Expenditure written off                                        127,067               47,128
        Amortisation of Goodwill                                            268,325             231,145
        Pre-operative Expenditure Written off                                    410                   –
        Provision for Deferred Bonus                                          73,622                   –
        Licence fee written off                                           1,204,183           1,162,023
        Debts / Advances Written off                                      1,317,725             208,233
        Provision for Bad and Doubtful Debts/Advances (Net of write back) 2,620,280           1,598,136
        Liability no longer required written back                         (147,681)           (226,356)
        Provision for Gratuity and Leave Encashment                         270,530               65,964
        Provision for Inventory for obsolete/Damaged stock                    78,796               9,420
        Unrealized Foreign Exchange (gain) /loss                            154,246             (28,822)
        Provision for Warranty                                               (4,567)               1,829
        Gain from swap arrangements                                         (45,307)          (211,415)
        Provision for Wealth Tax                                                  15             (1,257)
        Inventory Written Off                                                  9,014              11,267
151
                                                                                                                    (Rs. ’000)
    Particulars                                                    For the year ended                       For the year ended
                                                                       March 31, 2006                         March 31, 2005
Notes :
1. Figures in brackets indicate cash outgo.
2. Previous year figures have been regrouped and recast wherever necessary to conform to the current year classification.
3. Cash and cash equivalents includes Rs.230,294 thousands pledged with various authorities (Previous year Rs.227,730
   thousands) which are not available for use by the Company.
                                                                                                                              152
                Schedules Annexed to and forming part of Accounts
                                                                                 As at              As at
  Particulars                                                          March 31, 2006    March 31, 2005
                                                                            (Rs. ’000)        (Rs. ’000)
  SCHEDULE : 1
  SHARE CAPITAL
  Authorised
     2,500,000,000 (Previous year 2,500,000,000)
     Equity Shares of Rs.10 each                                           25,000,000        25,000,000
  Issued, Subscribed and Paid up
      1,893,879,304 Equity Shares of Rs.10 each fully paid up              18,938,793        18,533,668
      (Previous year 1,853,366,767 Equity Shares of Rs.10 each)
      [Refer Note (a), (b) and (c) below]
  Capital Suspense Account
  [Refer Note (d) below]                                                            –            27,221
  Notes:
  a) Of the above 1,516,390,970 Equity Shares
      (Previous year 1,516,390,970) issued as fully paid up bonus
      shares out of Share Premium Account.
  b) Of the above shares 20,088,445 (Previous year Nil) shares are
     allotted as fully paid up upon the conversion of OCRD without
     payment being received in cash. [Refer Note 12 on Schedule 23]
  c)   Of the above shares 17,701,967 (Previous year Nil) shares are
       allotted as fully paid up upon the conversion of FCCBs.
       [Refer Note 14 on Schedule 23]
  d) Of the above shares 2,722,125 (Previous year 2,722,125) shares
     are allotted as fully paid up under the scheme of amalgamation
     without payments being received in cash.
                                                                           18,938,793        18,560,889
  SCHEDULE : 2
  RESERVES AND SURPLUS
  Share Premium
     Opening balance                                                       31,254,879        29,706,859
     Adjustment under the scheme of amalgamation                                    –         1,548,020
     Additions during the year                                              7,499,667                 –
                                                                           38,754,546        31,254,879
  Revaluation Reserve                                                          21,284            21,284
  Debentures Redemption Reserve
     Opening balance                                                         3,363,240          884,386
     Transfer from / (to) Profit and Loss Account during the year          (2,307,348)        2,478,854
1,055,892 3,363,240
54,563,810 34,639,403
153
                                                      As at              As at
Particulars                                 March 31, 2006    March 31, 2005
                                                 (Rs. ’000)        (Rs. ’000)
SCHEDULE : 3
SECURED LOANS
(Refer Note 19 on Schedule 23)
Debentures                                       2,882,500         4,672,857
Loans and Advances from Banks :
    –   Term Loans                                 675,000         3,578,245
    –   Cash Credit                                 15,373            21,000
Other Loans and Advances :
    –   Term Loans                              24,809,897        31,333,530
    –   Vehicle Loans                               16,311            14,128
28,399,081 39,619,760
SCHEDULE : 4
UNSECURED LOANS
Short Term Loans and Advances
    From Banks                                  18,426,182         1,606,142
    From Others                                          –         3,750,000
Other Loans and Advances
    From Others                                    903,085         5,030,100
19,329,267 10,386,242
                                                                             154
155
      SCHEDULE 5 :
      FIXED ASSETS
      (Refer Note 3, 4, 5, 10, 13, 16 and 17 on Schedule 22 and Note 10, 24 on Schedule 23)
                                                                                                                                                                                             (Rs.’000)
                                                           Gross Block Value                                           Depreciation/Amortisation                                 Net Block
      INTANGIBLE ASSETS
      Goodwill                           3,158,345         26,581              –      3,184,926         231,145        268,325                 –         499,470       2,685,456       2,927,200
      Software                              83,993              –              –         83,993          52,059         19,870                 –          71,929          12,064          31,934
      Bandwidth                          2,042,997        305,749         15,027      2,333,719         209,700        184,142            15,027         378,815       1,954,904       1,833,297
      Licence                           22,219,000              –              –     22,219,000       6,278,383      1,204,183                 –       7,482,566      14,736,434      15,940,617
      TANGIBLE ASSETS
      Leasehold Land                       53,039          10,885              –      63,924             3,267             568                 –           3,835          60,089          49,772
      Freehold Land                       463,708          63,424          8,400     518,732                 –               –                 –               –         518,732         463,708
      Building                          1,517,618         172,453         71,379   1,618,692           322,509          81,658             6,671         397,496       1,221,196       1,195,109
      Leasehold Improvements              712,877         415,313              –   1,128,190           236,678         118,790                 –         355,468         772,722         476,199
      Plant and Machinery             101,289,884      47,886,250      1,620,721 147,555,413        24,053,750      11,998,111           674,419      35,377,442     112,177,971      77,236,134
      Computers                         7,840,382       2,365,818         70,737  10,135,463         4,628,997       2,170,765            55,946       6,743,816       3,391,647       3,211,385
      Office Equipment                    727,923         249,868         11,919     965,872           470,532         141,460            11,176         600,816         365,056         257,391
      Furniture & Fixture                 431,343         156,286         22,876     564,753           269,296          86,899            22,876         333,319         231,434         162,047
      Vehicle                              79,965          40,887         11,612     109,240            44,018          17,017             6,084          54,951          54,289          35,947
      Vehicle on Finance Lease              6,248               –              –       6,248             1,958             329                 –           2,287           3,961           4,290
TOTAL 140,627,322 51,693,514 1,832,671 190,488,165 36,802,292 16,292,117 792,199 52,302,210 138,185,955 103,825,030
GRAND TOTAL 140,627,322 51,693,514 1,832,671 190,488,165 36,802,292 16,292,117 792,199 52,302,210 162,550,792 113,991,586
Previous Year 112,191,647 37,501,641 12,322,861 140,627,322 26,114,752 11,837,196 2,627,179 36,802,292
      Notes:
      1.   Capital Work In Progress includes:
           a)    Capital advances of Rs.1,102,966 thousand (Previous year Rs.560,700 thousand)
           b)    Borrowing cost of Rs.Nil (Previous year Rs.11,912 thousand)
      2.   Addition to fixed assets during the year include:
           (a) Rs. 193,117 thousand of Loss (Previous year loss of Rs. 13,297 thousand) on account of fluctuations in foreign exchange rates.
           (b) Borrowing costs capitalised Rs. 31,132 thousand (Previous year Rs.13,207 thousand).
      3.   Leasehold land of Rs. 955 thousand (Previous year Rs. 955 thousand) represents land acquired on lease cum sale basis from Karnataka Industrial Areas Development Board.
      4.   Capital Work-in-Progress as on March 31, 2006 is net of Rs. 93,312 thousand being loss (Previous year includes Rs. 146,465 thousand gain) on account of fluctuation in Exchange rate.
      5.   Additions during the year includes Rs. 12,567 thousand (Previous year Rs. 140,418 thousand) allocated from pre–operative expenditure. (Refer Schedule 6).
      6.   Freehold Land and Building includes Rs. 26,468 thousand (Previous year Rs. 26,468 thousand) and Rs. 71,477 thousand (Previous year Rs. 71,477 thousand) respectively, in respect of which
           registration of title in favour of group is pending.
      7.   Building includes building on leasehold land Rs. 17,288 thousand (Previous year Rs.17,288 thousand).
      8.   The remaining amortisation period of licence fees as at March 31, 2006 ranges between 8 to 19 years for Unified Access Service Licence and 14 to 16 years for Long Distance.
      9.   Capital Work-in-Progress includes goods in transit Rs. 4,378,002 thousand (Previous year Rs. 980,618 thousand)
      10. Computers include Gross Block of assets capitalised during the year under finance lease Rs.3,466,160 thousand (Previous year Rs.1,908,724 thousand) and depreciation charged for the
           year Rs.1,593,770 thousand (Previous year Rs. 534,880 thousand), Net book value Rs. 1,849,568 thousand.
      11. The remaining amortisation period of Goodwill as at March 31, 2006 ranges between 9 to 11 years.
                                                                            As at              As at
Particulars                                                       March 31, 2006    March 31, 2005
                                                                       (Rs. ’000)        (Rs. ’000)
SCHEDULE : 6
PRE-OPERATIVE EXPENDITURE PENDING ALLOCATION
(Refer note 12 on Schedule 22 and Note 2 on Schedule 23)
Opening Balance as on April 1, 2005                                             –             5,891
Additions during the period
Network Operating Expenses
    Insurance Premium                                                          –             1,007
    Repairs and Maintenance – Plant and Machinery                            174            26,388
    Power and Fuel                                                           275            19,454
    Rent                                                                   4,263            25,999
    Leased Line                                                            1,853            12,914
    Others                                                                     –            29,343
Personnel Expenses
    Salaries                                                              18,889           163,882
    Contribution to Provident and Other Funds                                970             5,172
    Staff Welfare                                                          1,994            11,131
    Recruitment and Training                                                 951            30,668
Selling Expenses
     Advertisement and Marketing                                              86            97,590
     Other Selling and Distribution                                        4,395            15,663
Finance Expenses
    Other Bank/Finance Charges                                               274              4,784
Depreciation                                                                 410              2,541
Other Income                                                                   –                (66)
                                                                                                   156
                                                                                     As at                       As at
  Particulars                                                              March 31, 2006             March 31, 2005
                                                                                (Rs. ’000)                 (Rs. ’000)
  SCHEDULE : 7
  INVESTMENTS
  (Refer Note 8 on Schedule 22)
  Current
  Other than Trade (Quoted)
      –     Government securities                                                 475,421                  1,035,840
      –     Mutual Funds and Bonds                                              2,002,324                  3,699,346
                                                                                2,477,745                  4,735,186
  Short term Unquoted
      –     Government securities                                                   1,800                       1,800
  Long Term Invesmtent Trade (Unquoted)
      Investment in Joint Ventures
      Bridge Mobile PTE Limited: 1,000,000 (Previous year 1,000,000)                     –                    43,763
      Equity shares of USD 1 each fully paid up.
  SCHEDULE : 8
  INVENTORY
  (Refer Note 7 on Schedule 22)
  Stock-In-Trade*                                                                 381,320                    544,835
                                                                                  381,320                    544,835
  *   Includes Goods in Transit Rs. 11,377 thousand.
      (Previous year Rs. 5,250 thousand)
  *   Net of Provision for diminution in value Rs. 88,216 thousand
      (Previous year Rs. 9,420 thousand)
  SCHEDULE : 9
  SUNDRY DEBTORS
  (Refer Note 6 on Schedule 22 and Note 15 on Schedule 23)
  (Unsecured, considered good unless otherwise stated)
  Debtors :
  Debts outstanding for a period exceeding six months
      –     Considered good                                   1,402,327                         875,356
      –     Considered doubtful                               3,605,826                       3,401,209
  Less : Provision                                           (3,605,826)        1,402,327    (3,401,209)     875,356
  Other debts
      –     Considered good                                   9,737,762                       6,539,354
      –     Considered doubtful                               1,372,351                         929,681
  Less: Provision                                            (1,372,351)        9,737,762     (929,681)    6,539,354
11,140,089 7,414,710
157
                                                                                 As at                      As at
Particulars                                                            March 31, 2006            March 31, 2005
                                                                            (Rs. ’000)                (Rs. ’000)
SCHEDULE : 10
CASH AND BANK BALANCES
    Cash in Hand                                                               93,353                    42,905
    Cheques in Hand                                                           768,228                   699,595
    Balances with Scheduled Banks
    –   in Current Account                                                  1,288,859                 1,052,501
    –   in Fixed Deposits *                                                 1,355,360                 2,301,597
    –   in Deposit Account as Margin Money                                      4,827                      1,444
                                                                            3,510,627                 4,098,042
*   [Includes Rs. 230,294 thousand pledged with various authorities
    (Previous year Rs. 227,730 thousand )]
SCHEDULE : 11
OTHER CURRENT ASSETS, LOANS AND ADVANCES
(Unsecured, considered good unless otherwise stated)
    Interest Accrued on Investment                                             53,645                    39,075
    Advances recoverable in cash or in kind or for
    value to be received
        Considered good                                    9,913,091                     7,034,068
        Considered doubtful                                2,385,834                      412,841
        Less : Provision                                 (2,385,834)        9,913,091    (412,841)    7,034,068
    Accrued Billing Revenue                                                 3,632,421                 2,793,372
    Advance to ESOP Trust                                                     195,604                   251,217
    Advance Tax [(Net of provision for tax Rs.3,243,619 thousand
    (Previous year Rs.1,469,767 thousand)]                                  1,031,629                   696,463
    Balances with Custom Authorities                                          263,042                      5,617
15,089,432 10,819,812
                                                                                                                158
                                                                                   As at                           As at
  Particulars                                                            March 31, 2006                 March 31, 2005
                                                                              (Rs. ’000)                     (Rs. ’000)
  SCHEDULE : 12
  CURRENT LIABILITIES AND PROVISIONS
  Current Liabilities
  (Refer Note 15 on Schedule 23)
      Sundry Creditors :
          Total outstanding dues of Small
          Scale Industrial Undertaking (s)*                          6,613                      4,345
      Total outstanding dues of creditors other than
      Small Scale Industrial Undertakings (s)                    47,934,313   47,940,926   30,643,404       30,647,749
      Advance Billing and Prepaid Card Revenue                                14,743,243                     7,923,904
      Premium on Redemption of Bonds                                             106,996                       595,564
      Interest accrued but not due on loans                                      519,709                       403,957
      Other Liabilities                                                        1,580,064                       804,828
      Advance Received from customers                                            638,521                       722,622
      Security Deposits (Refer Note 15 on Schedule 23)                         2,870,490                     2,662,188
                                                                              68,399,949                    43,760,812
  *   This information has been compiled in respect of parties
      to the extent they could be identified as Small Scale and
      ancillary undertakings on the basis of information available
      with the Company.
  Provisions
  (Refer Note 11, 20 and 21 on Schedule 22 and Note 20 on Schedule 23)
      Gratuity                                                                  249,283                         82,166
      Leave Encashment                                                          237,925                        134,512
      Provision for Warranty                                                      2,633                          7,200
      Provision for Wealth Tax                                                      164                            149
      Provision for Fringe Benefit Tax [Net of amounts paid
      Rs.10,246 thousand (Previous year Nil)]                                      9,519                             –
      Other Provisions                                                         1,940,041                       961,242
                                                                               2,439,565                     1,185,269
                                                                              70,839,514                    44,946,081
  SCHEDULE : 13
  MISCELLANEOUS EXPENDITURE
  (To the extent not written off or adjusted)
  (Refer Note 15 on Schedule 22)
  Deferred Employee Compensation Expense
       Opening Balance                                                           13,372                          75,175
       Add: Adjustments during the year                                          (4,119)                       (14,675)
       Less: Amortisation for the year #                                           5,806                         47,128
                                                                                   3,447                        13,372
  # Net of write back
  Premium on Redemption of Debentures
     Opening Balance                                                             570,111                             –
     Add : Addition/(Write back) during the year                               (404,059)                       693,027
     Less : Amortisation for the year                                             90,100                       122,916
                                                                                 75,952                        570,111
                                                                                 79,399                        583,483
159
                                                            For the year ended     For the year ended
Particulars                                                     March 31, 2006       March 31, 2005
                                                                      (Rs. ’000)            (Rs. ’000)
SCHEDULE : 14
OTHER INCOME
   Liabilities/Provisions no longer required written back              147,681               226,356
   Profit on Sale of Assets (Net)                                       24,607                     –
   Miscellaneous                                                       441,952               208,454
                                                                       614,240               434,810
SCHEDULE : 15
NETWORK OPERATING EXPENDITURE
    Interconnect charges and PSTN Rentals                              685,577               648,324
    Installation                                                        55,909                32,104
    Power and Fuel                                                   3,155,832             1,501,552
    Rent                                                             1,730,610               970,362
    Insurance                                                           33,881                36,661
    Repairs and Maintenance – Building                                 410,318               141,690
                            – Plant and Machinery                    2,801,756             1,785,873
                            – Others                                   773,797               343,004
    Leased Line and Gateway charges                                    805,776               827,876
    Other Network Operating Expenses                                 1,672,532               815,179
                                                                    12,125,988             7,102,625
SCHEDULE : 16
COST OF SALES
   Opening Stock                                                       544,835               316,827
   Add : Stock acquired under acquisition                                    –                12,003
   Add : Purchases                                                   1,243,519             1,523,148
    Less : Simcard Utilisation                                         194,348               252,144
    Less : Internal issues/capitalised                                  66,126                28,010
    Less : Closing Stock *                                             381,320               544,835
                                                                     1,146,560             1,026,989
*   Net of obsolete inventory written off Rs. 9,014
    thousand (Previous year Rs. 11,267 thousand)
*   Net of provision for diminution in value Rs.78,796
    thousand (Previous year Rs.9,420 thousand)
SCHEDULE : 17
PERSONNEL EXPENDITURE
   Salaries, Wages and Bonus*                                        6,791,852             4,407,602
   Contribution to Provident and Other Funds                           369,714               194,587
   Staff Welfare                                                       419,729               283,267
    Recruitment and Training                                           424,100               285,426
                                                                     8,005,395             5,170,882
*   Excluding amortisation of Deferred ESOP Cost
                                                                                                     160
                                                                 For the year ended                 For the year ended
  Particulars                                                        March 31, 2006                   March 31, 2005
                                                                           (Rs. ’000)                        (Rs. ’000)
  SCHEDULE : 18
  SALES AND MARKETING EXPENDITURE
  Advertisement and Marketing                                             4,113,547                         3,357,372
  Sales Commission and Incentive                                          2,820,676                         1,937,470
  Simcard Utilisation                                                       194,348                           252,144
  Other Selling and Distribution                                          1,207,353                           895,176
8,335,924 6,442,162
  SCHEDULE : 19
  ADMINISTRATIVE AND OTHER EXPENDITURE
  Legal and Professional                                                  4,015,033                         1,583,943
  Rates and Taxes                                                            48,497                            32,077
  Power and Fuel                                                            274,492                           174,344
  Travelling and Conveyance                                                 767,224                           476,490
  Rent                                                                      425,087                           237,761
  Repairs and Maintenance –          Building                                89,730                            69,547
                                 –   Plant and Machinery                     21,345                            12,072
                                 –   Others                                 223,916                            58,555
  Insurance                                                                  15,395                            13,007
  Bad debts written off                                                   1,317,725                           208,233
  Provision for doubtful debts/advances                    2,727,945                    1,709,271                    –
  Less : Provision for doubtful debts written back          107,665       2,620,280      111,135            1,598,136
  Provision for diminution in value of inventory                             78,796                              9,420
  Collection and Recovery                                                 1,355,166                           921,456
  Loss on sale of assets (net)                                                     –                             9,583
  Miscellaneous                                                           1,206,937                         1,070,003
12,459,623 6,474,627
161
                                                                    For the year ended     For the year ended
Particulars                                                             March 31, 2006       March 31, 2005
                                                                              (Rs. ’000)            (Rs. ’000)
SCHEDULE : 20
FINANCE EXPENSES
Interest :
    –   On Term Loan                                                          1,540,231            1,850,763
    –   On Debentures                                                          261,299               664,911
    –   On Others                                                               61,281               144,385
    Amortisation of Premium on Redemption of Foreign
    Currency Convertible Bonds                                                  90,100               122,916
    Other Finance Charges                                                      432,728               395,027
                                                                              2,385,639            3,178,002
Less : Income
    Profit on sale of Current Investments                                      108,940               400,180
Interest Income :
    –   from Current Investments (Other than Trade)
        (Gross of TDS Rs.20,956 thousand; Previous year Rs. 4,763 thousand)    178,043                89,412
    –   from loans and advances etc.                                            23,584                10,453
    Exchange fluctuation Gain /(Loss) (Net)                                   (214,342)               24,652
    Gains from swap arrangements                                                45,307               211,415
    Other Finance Income                                                              –                2,711
141,532 738,823
2,244,107 2,439,179
SCHEDULE : 21
AMORTISATION
(Refer Note 3, 5 and 15 on Schedule 22 and Note 10 on Schedule 23)
    Licence Fee                                                               1,204,183            1,162,023
    Personnel - Deferred ESOP Cost                                             127,067                47,128
    Goodwill                                                                   268,325               231,145
1,599,575 1,440,296
                                                                                                             162
  SCHEDULE : 22
  STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
  The significant accounting policies adopted by Bharti Airtel Limited (formerly Bharti Tele-Ventures Limited) ('BAL' or 'the
  Company') and its subsidiaries (hereinafter referred to as the “Group”) in respect of these Consolidated Financial Statements,
  are set out below.
1. BASIS OF PREPARATION
       These consolidated financial statements are prepared under the historical cost convention on the accrual basis of
       accounting and reporting requirements of Accounting Standard 21 ‘Consolidated Financial Statements’ issued by the
       Institute of Chartered Accountants of India, consolidated as per Para 2 below for the year ended March 31, 2006.
2. PRINCIPLES OF CONSOLIDATION
       These accounts represent consolidated accounts of the Company and its majority owned subsidiaries and joint ventures,
       all incorporated in India except Bridge Mobile Pte Limited which is incorporated in Singapore , as follows:
Bharti Aquanet Limited (‘BAQL’) Submarine Cable landing station Subsidiary 51%
       Forum I Aviation Limited                 Buy, sell, lease, hire, maintain,        Joint Venture                    16.64%
                                                operate and run Aircrafts /
                                                Helicopters etc.
       On April 16, 2005, 49% of the share capital of Satcom Broadband Equipment Limited (SBEL) was transferred to BAL
       making SBEL a 100% subsidiary of the Company.
       For the purpose of this consolidation, jointly owned entities, where BAL or its subsidiaries own directly or indirectly more
       than 50 percent of voting rights of a Company’s share capital have been accounted for as subsidiaries.
The Group’s interests in jointly controlled entities are accounted for by proportionate consolidation.
       The Group combines its share of the joint ventures’ individual income and expenses, assets and liabilities and cash flows
       on a line-by-line basis with similar items in the Group’s financial statements.
       The equity and net income attributable to minority shareholders’ interest are shown separately in the Balance Sheets and
       Profit and Loss Account, respectively.
       All inter-Company balances have been eliminated in the consolidation. The consolidated financial statements are prepared
       using uniform accounting policies for like transactions and other events in similar circumstances.
3. GOODWILL
       Goodwill is stated as an excess of the purchase consideration over BAL’s interest in the net identifiable assets acquired.
       Goodwill is carried at cost less accumulated amortisation and is amortised on a straight-line basis over the remaining
       period of the service licence of the acquired Company from the date of acquisition.
163
4.   FIXED ASSETS
     Fixed Assets are stated at cost of acquisition and subsequent improvements thereto, including taxes, duties, freight and
     other incidental expenses related to acquisition and installation. Capital work-in-progress is stated at cost.
     Site restoration cost obligations are capitalised when it is probable that an outflow of resources will be required to settle
     the obligation and a reliable estimate of the amount can be made.
     The fixed component of license fee payable by the Group for cellular and basic circles, upon migration to the National
     Telecom Policy (NTP 1999), i.e. Entry Fee, has been capitalised as an asset and the one time license fee paid by the Group
     for acquiring new licences (post NTP-99) (basic, cellular, national long distance and international long distance services)
     has been capitalised as an asset.
5. DEPRECIATION / AMORTISATION
     Depreciation is provided on straight-line method at the rates and in the manner prescribed in Schedule XIV to the
     Companies Act, 1956 on all assets, except for the following on which depreciation is provided on straight line method
     to write off the cost of the fixed assets over their estimated useful lives:
Building 5%
Vehicles 20.00%
     Assets individually costing Rs. 5 thousand or less are fully depreciated in the month of purchase. Software up to Rs. 500
     thousand is written off in the year of purchase.
Bandwidth capacity is depreciated over the period of the agreement subject to a maximum of 15 years.
     The Entry Fee capitalised is being amortised equally over the period of the license and the one time licence fee is being
     amortised equally over the balance period of licence from the date of commencement of commercial operations.
The site restoration cost obligation capitalised is being depreciated over the period of the useful life of the related asset.
     Mobile Services: Service revenue is recognised on completion of provision of services. Service revenue includes income
     on roaming commission and access charges passed on to other operators, and is net of discounts and waivers. Revenue,
     net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer and when
     no significant uncertainty exists regarding realisation of the consideration.
     On introduction of new prepaid products, processing fees on recharge coupon is being recognised over the estimated
     customer relationship period or coupon validity period, as applicable.
     Telephone and Broadband and Long Distance Services: Service revenue is recognised on completion of provision of
     services. Revenue on account of bandwidth service is recognised on time proportion basis in accordance with the related
     contracts. Billing Revenue includes access charges passed on to other operators, and is net of discounts and waivers.
     Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and rewards to the customer
     and when no significant uncertainty exists regarding realisation of consideration.
                                                                                                                                 164
       Enterprise Services: Revenue, net of discount, from sale of goods is recognised on transfer of all significant risks and
       rewards to the customer and when no significant uncertainty exists regarding realisation of consideration.
       Service Revenues includes revenues from registration, installation and provision of Internet and Satellite services.
       Registration fees is recognised at the time of dispatch and invoicing of Start up Kits Installation charges are recognised as
       revenue on satisfactory completion of installation of hardware and service revenue is recognised from the date of
       satisfactory installation of equipment and software at the customer site and provisioning of Internet and Satellite
       services.
Revenue from prepaid dialup packs is recognised on the actual usage basis and is net of sales return and discount.
       Investing and other Activities: Income on account of interest and other activities are recognised on an accrual basis.
       Dividends are accounted for when the right to receive the payment is established.
       Provision for doubtful debts is made for dues outstanding for more than 90 days in case of active subscriber, and dues
       from customers who have been deactivated other than those covered by security deposit, or in specific cases where
       management is of the view that the amounts are recoverable.
       Provision for doubtful debts, in case of Other Telecom Operators on account of their ILD traffic and on account of
       Interconnect Usage Charges (IUC), is made for dues outstanding more than 120 days from the date of billing after
       considering any amount payable to that operator pertaining to the same period or in specific case when management is
       of the view that the amount is recoverable.
       Accrued billing revenue represent revenues recognised in respect of Mobile, Broadband and Telephone, and Long
       Distance services provided from the bill cycle date to the end of each month. These are billed in subsequent periods as per
       the terms of the billing plans.
7. INVENTORIES
       Inventories for mobile operations are valued at the lower of cost and net realisable value. Cost is determined on First in
       First out basis.
       Inventories for telephone and broadband and long distance services and enterprise Services are valued at the lower of
       cost and net realisable value. Cost is determined on a weighted average basis.
8. INVESTMENT
Current Investments are valued at lower of cost and fair market value.
       Long-term Investments are valued at cost. Provision is made for diminution in value to recognise a decline, if any, other
       than that of temporary nature.
       With effect from August 1, 1999 the variable Licence fee computed at prescribed rates of revenue share is being charged
       to the Profit and Loss Account in the year in which the related revenue arises. Revenue for this purpose comprises
       adjusted gross revenue as per the license agreement of the license area to which the licence pertains
       Transactions in Foreign Currency are recorded at the exchange rate prevailing at the date of the transaction. Monetary
       items are restated at year-end foreign exchange rates. Resultant exchange differences arising on payment or conversion
       of liabilities are recognised as income or expense in the year in which they arise except in respect of liabilities for
       acquisition of fixed assets, where such exchange difference is adjusted in the carrying cost of the respective fixed asset.
       Gain or loss on forward exchange contract, not in the nature of hedge, is calculated based on difference between
       forward rate available at the reporting date for the remaining maturity of the contract (or forward rate last used to
       measure gain or loss) and the contracted forward rate which is recognised as income or expense for the year.
165
   The premium or discount arising at the inception of other forward exchange contracts is amortised as income or expense
   over the life of the contract and exchange difference on such contracts is recognised as income or expense in the
   reporting period in which the exchange rate change, except, in respect of liabilities incurred for acquiring fixed assets, in
   which case, such difference is adjusted in carrying amount of the respective fixed assets.
   Contribution to provident fund is made at predetermined rates and is charged to Profit and Loss Account. The Group has
   provided for the liability at year end on account of unavailed earned leave as per the actuarial valuation as per the
   Projected Unit Credit Method.
   The Group either contributes to a Group Gratuity Scheme with Life Insurance Corporation of India to cover the gratuity
   liability for its employees, such contribution being charged to the Profit and Loss Account for the year or provides the
   gratuity liability in its books. Liability at the year-end in both cases is determined on the basis of actuarial valuation, based
   on the Projected Unit Credit Method.
   Expenditure incurred by the Group from the date of acquisition of license for a new circle, up to the date of commencement
   of commercial operations of the circle, not directly attributable to fixed assets are charged to the Profit and Loss account
   in the year in which such expenditure is incurred.
13. LEASES
        Lease Rentals in respect of assets taken on ‘Operating Lease’ are charged to the Profit and Loss Account on a straight-
        line basis over the lease term.
        Assets acquired on ‘Finance Lease’ which transfer risk and rewards of ownership to the Company are capitalised as
        assets by the Company at the lower of fair value of the leased property or the present value of the related lease
        payments or where applicable, estimated fair value of such assets.
        Amortization of capitalised leased assets is computed on the Straight Line method over the useful life of the assets.
        Lease rental payable is apportioned between principal and finance charge using the internal rate of return method.
        The finance charge is allocated over the lease term so as to produce a constant periodic rate of interest on the
        remaining balance of liability.
        Lease income in respect of ‘Operating Lease’ is recognised in the Profit and Loss Account on a straight-line basis over
        the lease term.
        Finance leases as a dealer lessor are recognised as a sale transaction in the Profit and loss account and are treated as
        other outright sales.
        Finance Income is recognised based on a pattern reflecting a constant periodic rate of return on the net investment
        of the lessor outstanding in respect of the lease.
e) Initial direct costs are expensed in the Profit and Loss Account at the inception of the lease.
14. TAXATION
   Tax expense for the year, comprising current tax, deferred tax and Fringe Benefit Tax is included in determining the net
   profit/ (loss) for the year.
   Deferred tax assets are recognised for all deductible timing differences and carried forward to the extent there is reasonable
   certainty that sufficient future taxable profit will be available against which such deferred tax assets can be realised.
   Deferred tax is recognised only for such timing differences which reverse after tax holiday period. Deferred tax assets to
                                                                                                                                  166
      the extent they pertain to brought forward losses and unabsorbed depreciation, are recognised only to the extent that
      there is virtual certainty of realisation, based on expected profitability in the future as estimated by the Company.
      Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted by the
      Balance Sheet date.
      a)   Premium on redemption of debentures is recognised as an expense to the Profit and Loss Account over the period
           of the related contract.
      b)   Employee Stock Option Plan (‘ESOP’) - The aggregate amount of liability on account of ESOP as ascertained at year-
           end is being carried forward as Deferred Employee Compensation Benefit under Miscellaneous Expenditure to be
           written off on a straight-line basis over the related vesting period of individual options.
      Borrowing cost attributable to the acquisition or construction of a qualifying asset is capitalised as part of the cost of that
      asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
      Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
      assets’ carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the assets’ fair value
      less costs to sell and value in use.
      For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
      cash flows (cash generating units).
a) Primary Segment:
           The Group operates in four primary business segments viz. Broadband & Telephone Services, Mobile Services, Long
           Distance Services and Enterprise Service.
b) Secondary Segment:
           The Group has operations within India as well as with entities located in other countries. The operations in India
           constitute the major part, which is the only reportable segment, the remaining portion being attributable to others.
      The earnings considered in ascertaining the Group’s Earnings per Share (‘EPS’) comprise the net profit after tax. The
      number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year.
      The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity
      shares.
20. WARRANTY
21. PROVISIONS
      Provisions are recognised when the Company has a present obligation as a result of past events; it is more likely than not
      that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.
      Employee Stock options outstanding are valued using Black Scholes option – pricing model and the fair value is recognised
      as an expense over the period in which the options vest.
167
SCHEDULE : 23
NOTES TO ACCOUNTS
1.     Bharti Airtel Limited (formerly Bharti Tele-Ventures Limited)(‘BAL’ or ‘the Company’) incorporated in India on July 7, 1995,
       is a company promoted by Bharti Telecom Limited (‘BTL’), a company incorporated under the laws of India. BAL together
       with its subsidiaries is referred to as ‘the Group’.
2.     New Operations
       On April 16, 2005, the Group acquired 49% shareholding in Satcom Broadband Equipment Limited (‘SBEL’) at a consideration
       of Rs. 121,997 thousand making SBEL a 100% subsidiary of the Group.
       Bharti Airtel Limited (formerly Bharti Tele-Ventures Limited) (BAL) and Bharti Hexacom Limited (BHL) have entered into
       a Scheme of Arrangement for transfer pursuant to de-merger of North East Circle Undertaking from Bharti Hexacom
       Limited to the Group effective April 1, 2005, which has been approved by the Board of Directors of BAL in their meeting
       held on July 26, 2005 and July 27, 2005 and the Board of Directors of BHL in their meeting held on July 20, 2005. The
       Group is in the process of filing the approved scheme in the High Court.
       BAL has entered into a Scheme of Amalgamation of Satcom Broadband Equipment Limited (SBEL) and Bharti Broadband
       Limited (BBL) with the Group effective October 1, 2005, which has been approved by the Board of Directors of the BAL
       in their meeting held on July 26, 2005 and the Board of Directors of SBEL and BBL in their meetings held on July 16, 2005
       and July 15, 2005 respectively. The Group is in the process of filing the approved scheme in the High Court.
       Bharti Hexacom Limited has migrated its Cellular Mobile Telephone Licence to Unified Access Service Licence with effect
       from April 10, 2006 in the telecom circle of Rajasthan.
3.     Guarantees
       Total Guarantees outstanding as at March 31, 2006 amounting to Rs. 9,362,505 thousand (March 31, 2005 Rs. 5,466,562
       thousand) have been taken from the banks.
4.     Contingent Liability
       a)   Claims against the Group not acknowledged as debt
                                                                                                                            (Rs.’000)
       Particulars                                                                                   As at                     As at
                                                                                           March 31, 2006            March 31, 2005
                                                                                                                                     168
           matter to a larger bench for determination of dispute on merits and further directed that in future there shall be no
           coercion for recovery of any dues. Vide an order dated March 2, 2006, the larger bench of the Hon’ble Supreme Court,
           while overruling its abovementioned judgement has held, inter alia, that provision of telecom services does not
           involve any transfer of right to use the telephone system / network and that imposition of sales tax on any facilities
           of telecom services is untenable in law. On Sim cards, the Court has held that depending upon the facts of the case,
           (i) if sim card is not being sold, then the state cannot levy sales tax on sim card value as the same is exigible to service
           tax; (ii) alternatively, if sim card is being sold, then centre cannot levy service tax on the sim card value as the same
           is exigible to sales tax. Accordingly, the respective authorities are in the process of complying with the Supreme
           Court order as above in respect of total amount disputed estimated as at March 31, 2006 in respect of sales tax of
           Rs. 6,052,432 thousand (March 31, 2005 Rs. 4,297,037 thousand) and service tax of Rs. 257,574 thousand (March
           31, 2005 Rs. 98,365 thousand).
      c)   Erstwhile Bharti Mobile Limited (‘BML’) was awarded license by the DoT to operate cellular services in the state of
           Punjab in December 1995. On April 18, 1996, subject to certain conditions, the Group obtained the permission from
           the DoT to operate the Punjab license through its wholly owned subsidiary, Evergrowth Telecom Limited (‘ETL’).
           (i)    In December 1996, DoT withdrew the permission dated April 18, 1996 . DoT, however, again reinstated the
                  permission on March 10, 1998 (the period from April 18, 1996 to March 10, 1998 has been hereinafter
                  referred to as ‘the black-out period’). On July 15, 1999 license was terminated due to alleged non-payment of
                  license fees, liquidated damages and related penal interest.
           (ii)   Subsequently in September 2001, BML received from the DoT, an offer for the restoration of the license subject
                  to the condition that BML pays all the dues (license fee, WPC charges, liquidated damages and related penal
                  interest) pending the resolution of dispute relating to the license fee for the blackout period. BML accordingly
                  paid Rs. 4,909,948 thousand as demanded by DoT subject to resolution of the dispute through arbitration.
                  Consequently the license was restored and an arbitrator appointed for the settlement of the dispute.
           (iii) In the arbitration proceedings the order was not favourable to BML. BML subsequently filed objections to the
                  arbitrator’s award before the Delhi High Court. The Delhi High Court vide orders dated February 19, 2003 issued
                  notices to the DoT. It is pertinent to note that the issuance of notice means stay of the implementation of the
                  award. While the ultimate outcome of the matter cannot be predicted with certainty, BML had, in the accounts
                  for the year ended March 31, 2003, as a matter of conservative accounting, recognised Rs. 1,541,667 thousand
                  (including Rs. 280,000 thousand recoverable from ETL on account of encashment of bank guarantee) as
                  license fees in addition to Rs. 800,000 thousand recognised in the year ended March 31, 2002.
           (iv) The management has also provided for Rs. 69,340 thousand pertaining to liquidated charges and WPC charges paid
                  in 2003-04 in accordance with the order of DoT in respect of restoration of Punjab license in the year 2002-03.
           (v)    In a case against DoT, TDSAT had earlier passed an order, directing DoT to refund the interest accrued on
                  delayed deposit of license fees, pre NTP 99, due to extension of the effective date of license period by six
                  months. DoT had filed an appeal against the said order before the Supreme Court, which in its judgement
                  dated March 4, 2003 upheld the contention of GSM operators.
           (vi) In view of the non refund of the complete amount due pursuant to the Order dated March 4, 2003 of the
                  Hon’ble Supreme Court the COAI moved a clarification application of the Order dated March 4, 2003, before
                  the Hon’ble Supreme Court which was dismissed as withdrawn. COAI thereafter moved execution applications
                  in TDSAT which also stands disposed off. The COAI moved to the Supreme Court against the interpretation
                  advanced by the TDSAT in the execution proceedings. The Supreme Court has admitted the matter. The matter
                  will now come up for hearing in due course of time.
           (vii) The Group received refund order of interest from the DoT in the circles of Andhra Pradesh and Karnataka
                  amounting to Rs. 770,334 thousand and had taken such amounts as an income to Profit and Loss Account
                  during the year 2002-03. The Group also received the interest refund order in the case of mobile operations in
                  Punjab on the same grounds amounting to Rs. 856,644 thousand, which was set off against the interest claim
                  of DoT amounting to Rs. 2,778,941 thousand in 2002-03. During the year ended March 31, 2005, the Group
                  received a further refund of Rs. 57,338 thousand. The balance amount of Rs. 1,864,959 thousand has been
169
               provided in the books during the year ended March 31, 2006. Pending decision of the Delhi High Court, any
               amount determined as due from the Group on account of interest etc. cannot be quantified till the matter is
               sub-judice. Though the Group is of the view that it has a good arguable case, still, as a matter of conservative
               accounting practice, it has now provided for the above-mentioned amount of Rs. 1,864,959 thousand.
     d)   The Customs Authorities, in some states, demanded Rs. 1,230,678 thousand (included in 4 (a) (i) above) (March 31,
          2005 Rs. 486,378 thousand) on import of special software on the ground that this value forms part of the hardware
          alongwith which the same has been imported. The view of the Group is that such imports should not suffer any
          customs duty as such software is an operating software and exempt from any customs duty.
     e)   In certain states Entry Tax is levied on receipt of material from outside the state. This position has been challenged
          by the Group in the respective states, on the grounds that the specific Entry Tax is ultravires the constitution,
          classification issues have been raised whereby, in view of the Group, the material proposed to be taxed is not
          covered under the specific category. The amount under dispute as at March 31, 2006 is Rs. 801,120 thousand
          (included in 4 (a) (i) above) (March 31, 2005 Rs. 231,516)
     f)   BAL is currently in litigation with DSS Enterprises Private Limited (‘DSS’) (0.34 per cent equity interest in erstwhile
          BCL) on various counts. This inter alia includes alleged claim for specific performance in respect of alleged agreements
          to sell the equity interest of DSS in erstwhile Bharti Mobinet Limited. (BMNL) to BAL. The case filed by DSS to enforce
          the sale of equity shares before the Delhi High Court was transferred to District Court. The suit filed by DSS was
          dismissed in default by the Ltd. Additional District judge on the ground of non-prosecution. Subsequently, DSS filed
          an application for restoration of the suit on which notices were issued to BAL and other defendants returnable on
          August 22, 2006.
          In respect of the same transaction, Crystal Technologies Private Limited, an intermediary, initiated arbitration
          proceedings against the Group demanding Rs. 194,843 thousand (March 31, 2005 Rs. 194,843 thousand) regarding
          termination of its appointment as a consultant to negotiate with DSS for the sale of DSS stake in erstwhile Bharti
          Mobinet Limited to BAL. The next date of hearing is yet to be intimated by the Ld. Arbitrator.
     g)   During the current year the Group has received demands from DoT pertaining to Bharti Broadband Limited amounting
          to Rs. 50,563 thousand against which an appeal has been filed before Hon’ble TDSAT (included in note 4(a) (i)
          above). The erstwhile promoter of the Bharti Broadband Limited has undertaken to reimburse the Company in the
          event of the claim being payable.
5. Export Obligation
     BAQL, erstwhile BIL and erstwhile BCL have obtained licenses under the Export Promotion Credit Guarantee (‘EPCG’)
     Scheme for importing capital goods at a concessional rate of customs duty against submission of bank guarantee and
     bonds.
     Under the terms of the respective schemes, these companies are required to export goods of FOB value equivalent to, or
     more than, five times the CIF value of imports in respect of certain licenses and eight times the duty saved in respect of
     licenses where export obligation has been refixed by the order of Director General Foreign Trade, Ministry of Finance, as
     applicable.
     Accordingly these Companies are now required to export goods of FOB value of at least Rs. 27,158,252 thousand (March
     31, 2005 Rs. 24,312,530 thousand)
6.   a)   Estimated amount of contracts to be executed on capital account and not provided for (net of advances)
          Rs. 42,954,081 thousand (March 31, 2005 Rs. 19,740,686 thousand).
     b)   Under the IT Outsourcing Agreement, the Group has commitments to pay Rs. 3,731,265 thousand (March 31, 2005
          Rs. 5,988,619 thousand) during the non-cancellable period of the contract for three years ending on March 31,
          2007, comprising finance lease and servicing charges.
7.   During the current quarter, the Group has revised its estimations for recognition of site restoration cost and its depreciation
     from fifteen years to ten years and has provided depreciation as per the revised estimate of useful life, resulting in a
     decline in value of plant and machinery by Rs. 366,159 thousand and a higher charge of depreciation by Rs. 44,829
     thousand with a consequential impact on profit for the year and net assets of the Group as at that date.
                                                                                                                                  170
  8.   a)   The Group has entered into a Joint Venture agreement dated November 3, 2004 with 7 other overseas mobile
            operators to form a regional alliance called the Bridge Mobile Alliance incorporated in Singapore as Bridge Mobile
            Pte Ltd. with initial equity to be equally held amongst the eight operators / shareholders. On March 31, 2005 the
            Group invested USD-1,000 thousand in ordinary shares of USD 1 each in Bridge Mobile Pte Ltd. amounting to
            Rs. 43,763 thousand.
       b)   The Group has entered into a Memorandum of Understanding dated July 8, 2005 with 5 other parties to form an
            aircraft chartering company called the Forum I Aviation Limited incorporated in India with initial equity to be
            equally held amongst the six members. During the period ended March 31, 2006 the Group has invested Rs. 34,950
            thousand in ordinary shares of Forum I Aviation Limited.
       The following represent the group’s share of Assets and Liabilities, and income and results of the Joint Venture. They are
       included in the balance sheet and profit and loss account statement.
                                                                                                   As at                   As at
                                                                                       March 31, 2006          March 31, 2005
  9.   Vide a Supply contract and Construction and Maintenance Agreement executed on March 27, 2004, Alcatel
       Submarine Networks of France and Fujitsu Ltd. of Japan provided the SEA-ME-WE-4 Cable Systems (broadly described
       as a submarine cable system linking South East Asia and Europe, via the Indian Sub-Continent & Middle East) and
       will also provide long-term technical support to a consortium of sixteen Telecom operators in various countries
       including the Group whose share (8.051%) of the contract price is estimated to be USD 37,840 thousand
       (March 31, 2005 USD 39,055 thousand).
171
10. Goodwill
     The following is the detail of Goodwill in the consolidated financial statements of BAL as at March 31, 2006:
                                                                                                                         (Rs.’000)
     Nature of Transaction                                                                       As at                     As at
                                                                                       March 31, 2006            March 31, 2005
     On Acquisition of :
     68.5 per cent equity interest in BHL by BAL                                              3,056,346                3,056,346
     100 per cent equity interest in SBEL by BAL                                                  31,070                    9,139
     100 per cent equity interest in BBL by SBEL                                                  92,860                  92,860
     Proportionate consolidation of Bridge Mobile Pte Ltd.                                         4,650                         –
     Total                                                                                    3,184,926                3,158,345
11. Minority interest represents that part of the net results of operations and of the net assets of a subsidiary attributable to
    interests which are not owned, directly or indirectly through subsidiary (ies) by BAL Minority interest as at the year-end is:
     Name of Company                                                                             As at                     As at
                                                                                       March 31, 2006            March 31, 2005
                                                                                                                                 172
  13. As mentioned in Note 2 above the Group has acquired 49% shareholding in Satcom Broadband Equipment Limited on
      April 16, 2005. SBEL has 100% shareholding in Bharti Broadband Limited. The details of net assets of consolidated SBEL
      acquired and goodwill on the date of acquisition is set out below:
(Rs. ’000)
  14. During the year ended March 31, 2005 the Group issued USD 115,000,000 Zero Coupon Convertible Bonds due 2009
      (the “Bonds”). The Bonds are convertible at any time on or after June 12, 2004 (or such earlier date as is notified to the
      holders of the Bonds by the Issuer) up to April 12, 2009 by holders into fully paid equity shares with full voting rights with
      a par value of Rs. 10 each of the Issuer (“Shares”) at an initial Conversion Price (as defined in the “Terms and Conditions
      of the Bonds”) of Rs. 233.17 per share with a fixed rate of exchange on conversion of Rs. 43.56 = USD 1.00. The
      Conversion Price is subject to adjustment in certain circumstances.
      The Bonds may be redeemed, in whole or in part, at the option of the Issuer at any time on or after May 12, 2007 and prior
      to April 12, 2009, subject to satisfaction of certain conditions, at their “ Early Redemption Amount” (as defined in the
      “Terms and Conditions of the Bonds”) at the date fixed for such redemption if the “Closing Price” (as defined in the
      “Terms and Conditions of the Bonds”) of the Shares translated into U.S. dollars at the “prevailing rate” (as defined in the
      “Terms and Conditions of the Bonds”) for each of 30 consecutive “Trading Days” (as defined in the “Terms and Conditions
      of the Bonds”), the last of which occurs not more than five days prior to the date upon which notice of such redemption
      is published, is greater than 120 per cent of the “Conversion Price” (as defined in the “Terms and Conditions of the
      Bonds”) then in effect translated into U.S. dollars at the rate of Rs. 43.56 = USD 1.00.
      The Bonds may also be redeemed in whole, and not in part, at any time at the option of the Issuer at their Early
      Redemption Amount if less than 5 per cent in aggregate principal amount of the Bonds originally issued is outstanding.
      The Bonds may also be redeemed in whole at any time at the option of the Issuer at their Early Redemption Amount in
      the event of certain changes relating to taxation in India.
      Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed in U.S. dollars on
      May 12, 2009 at 111.84 per cent of their principal amount.
      The Issuer will, at the option of any holder of any Bonds, repurchase at the Early Redemption Amount such Bonds at such
      time as the Shares cease to be listed or admitted to trading on the NSE or upon the occurrence of a “Change of Control”
      (as defined in the “Terms and Conditions of the Bonds”) in respect of the Issuer. These Bonds are listed in the Singapore
      Exchange Securities Trading Limited (the “SGX-ST”).
      The Group has during the period ended March 31, 2006 Converted Bonds equivalent to USD 94,756,000 into 17,701,967
      equity shares of the Group at the option exercised by the bond holders which is as follows:
173
15. Rs. 2,870,490 thousand (March 31, 2005 2,662,188 thousand) included under Current Liabilities, represents refundable
     security deposits received from subscribers on activation of connections granted thereto and are repayable on
     disconnection, net of outstanding, if any. Sundry debtors are secured to the extent of the amount outstanding against
     individual subscribers by way of Security Deposit received from them.
16. As at March 31, 2006 4,195,449 equity shares (March 31, 2005 6,436,266 equity shares) of the Group are held by Bharti
     Tele-Ventures Employee’s Welfare Trust (“The Trust”), issued at the rate of Rs. 51.36 per equity share fully paid up.
17. Billing Revenue in the Profit and Loss Account is net of Rebates and Discounts Rs. 61,467 thousand (March 31, 2005
     Rs. 1,920,154 thousand).
18. The Loans and Advances granted to associates are repayable on demand and repayments made during the year are as
     mutually agreed.
19. Particulars of securities charged against secured loans taken by the Group are as follows :
     Debentures
     10.55%, 5 Non-Convertible Redeemable                  12,500
     Debentures of Rs. 10,000 thousand
     each repayment commencing
     from December 2004
     10.90%, 27 Non-Convertible Redeemable                 20,000
     Debentures of Rs. 10,000 thousand
                                                                                 • First ranking pari passu charge on all
     each repayment commencing
                                                                                   present and future tangible movable and
     from December 2006
                                                                                   freehold immovable assets owned by the
     11.45%, 5 Non-Convertible Redeemable                  50,000                  Company including plant and machinery
     Debentures of Rs. 10,000 thousand                                             office equipment, furniture and fixtures
     each repayment commencing                                                     fittings, spares tools and accessories
     from December 2009                                                            vehicles.
     11.70%, 45 Non-Convertible Redeemable                450,000
     Debentures of Rs. 10,000 thousand
                                                                                 • All rights, titles, interests in the accounts,
     each repayment commencing
                                                                                   and monies deposited and investments
     from December 2009
                                                                                   made there from and in project
     7.25%, 200 Non-Convertible Redeemable              1,400,000                  documents, book debts and insurance
     Debentures of Rs. 10,000 thousand                                             policies.
     each repayment commencing
     from October 2003
     8.65%, 95 Non-Convertible Redeemable                 950,000
     Debentures of Rs. 10,000
     each repayable in May 2007
     Debentures                                        2,882,500
                                                                                                                               174
      Particulars                                     Amount                   Security Charges
                                                  Outstanding
                                                    (Rs. ’000)
175
Particulars                                    Amount                   Security Charges
                                           Outstanding
                                             (Rs. ’000)
                                                                                                            176
  Note :      Following shall be excluded from Securities as mentioned above:-
  20. a)      The Group has introduced bonus plans aimed towards performance and retention of employees who are eligible
              based on certain eligibility criterias. This provision will be utilised at the end of the period of the bonus plan on
              payment to the eligible employees.
         b)   The movement of Provision made for Site Restoration Cost, leave encashment, deferred bonus plan and warranty
              charges in accordance with AS-29 ‘Provisions, Contingent Liabilities and Contingent Assets’ issued by Institute of
              Chartered Accountants of India, is given below:
  i)     Site Restoration Cost:
                                                                                                                        (Rs. ‘000)
                                                                                              Year ended               Year ended
                                                                                         March 31, 2006          March 31, 2005
         Opening Balance                                                                                  –                      –
         Acquired under the scheme of amalgamation                                                        –                      –
         Addition during the year                                                                  73,622                        –
         Less: Utilised during the year                                                                   –                      –
         Closing Balance                                                                           73,622                        –
177
21. Profit on sale of investments is net of loss on sale of investments Rs. 2,103 thousand (March 31, 2005 Rs. 6,732
    thousand).
Revenue
Results
    Operating Profit/(Loss)
    before Finance Expenses          16,853,850        605,793     7,794,046    1,761,538    (1,316,231)             –    25,698,996
Net Profit/(Loss) after tax 16,592,709 605,793 7,788,642 1,761,538 (6,469,196) – 20,279,486
Other Information
    Advance Tax
    (Net of provision for tax)                –              –             –            –     1,031,629              –      1,031,629
    Depreciation
    and amortisation                11,444,626      2,647,423     1,882,629      380,973        63,123               – 16,418,774
                                                                                                                                    178
       For the year ended March 31, 2005                                                                                     (Rs. ‘000)
       Revenue
       Billing Revenue/Sale of          54,621,629    10,646,178    10,931,824    5,345,906        12,308              –     81,557,845
       Goods and Other Income
Results
Segment Result, Profit/(Loss) 10,384,665 1,441,987 4,716,022 2,284,148 (544,796) (10,874) 18,271,152
       Operating Profit/(Loss)
       before Finance Expenses         10,384,665      1,441,987     4,716,022    2,284,148     (544,796)       (10,874)    18,271,152
Net Profit/(Loss) after tax 10,384,665 1,441,987 4,709,131 2,297,298 (6,706,466) (10,874) 12,115,741
Other Information
       Advance Tax
       (Net of provision for tax)               –              –             –            –       696,463              –       696,463
  Notes:
  1.   ‘Others’ represents the unallocated revenue, profit/(loss), assets and liabilities of the Group.
  2.   Segment results represents Profit/(loss) before Finance expenses and tax.
  3.   Capital expenditure pertains to gross additions made to fixed assets during the year excluding goodwill.
  4.   Segment Assets include Fixed Assets, Capital Work in progress, Pre-operative expenses pending allocation, Investments,
       Current Assets and Miscellaneous Expenditure to the extent not written off.
  5.   Segment Liabilities include Secured and Unsecured loans and Current Liabilities and provisions.
  6.   Inter segment assets/liabilities represent the inter segment account balances.
  7.   Inter segment revenue excludes the provision of telephone services free of cost among Group Companies. Other Inter
       segment revenues are accounted for at market prices. These transactions have been eliminated in consolidation.
179
8.   The accounting policies used to derive reportable segment results are consistent with those described in the “Significant
     Accounting Policies” note to the financial statements.
9.   As explained in point number 8 above , the Group has revised its estimation for Site Restoration Cost, resulting in a higher
     charge of depreciation by Rs. 44,829 thousand in Mobile services and Rs. Nil in Broadband and Telephone services, Long
     Distance, Enterprise Services and Others, decrease in Fixed assets and Provisions by Rs. 366,159 thousand in Mobile
     Services and Rs. Nil in Broadband and Telephone services, Long Distance, Enterprise Services and Others with corresponding
     impact on profit for the year and net assets of the Group.
10. During the year the Group has changed the name of its long distance and Enterprises Services segment to Enterprise
    Services Carrier and Enterprise Services Corporate respectively.
     Information about Geographical Segment - Secondary
     The Group has operations within India as well as with entities located in other countries. The information relating to the
     Geographical segments in respect of operations within India, which is the only reportable segment, the remaining
     portion being attributable to others, is presented below for the year ended March 31, 2006
                                                                                                                       (Rs.’000)
     Particulars                                                                                 As at                   As at
                                                                                       March 31, 2006          March 31, 2005
                                                                                                                               180
  23. Related Party Disclosures:
      In accordance with the requirements of Accounting Standards (AS) -18 on Related Party Disclosures, the names of the
      related parties where control exists and/or with whom transactions have taken place during the year and description of
      relationships, as identified and certified by the management are:
Akhil Gupta
Manoj Kohli
      Bharti Telesoft International Limited                               Entity where Key Management Personnel exercises
                                                                          significant influence
      Teletech Services (India) Limited                                   Entity where Key Management Personnel exercises
                                                                          significant influence
      Mulberry Projects Private Limited                                   Entity where Key Management Personnel exercises
                                                                          significant influence
      Bharti Tele-Ventures Employees’ Trust                               Entity where Key Management Personnel exercises
                                                                          significant influence
181
      Related Party transaction for 2005-06
                                                                                                                                                                                          (Rs. ’000)
      Notes:
      1)   The above excludes provision of telephone services free of cost among the Group Companies.
      2)   Payment made to Key Management Personnel (excluding Manoj Kohli) is Rs. 193,414 thousand (March 31, 2005 Rs. 159,132 thousand).
182
183
      Related Party Transactions for 2004-05
(Rs. ’000)
                                                            Singapore      Bharti        Bharti    Bharti      Bharti Bharti Telesoft   Mulberry     Ambience        Tulip   Network       Teletech       Telecommuni-
      Nature of transaction                               Telecommu- Enterprises       Telecom    Telesoft   Teletech International      Projects      Reality Projects            i2i   Services (I)   cation Consul-
                                                             nications    Private    Limited**    Limited     Limited        Limited     Pvt. Ltd.   Pvt. Ltd.* Pvt. Ltd.*   Limited*       Limited      tants of India
                                                               Limited  Limited*                                                                                                                               Limited**
      Purchase of Fixed assets                                      –            –           –           –    (2,982)        (7,635)            –            –          – (674,534)                –                  –
      Sale of Fixed Assets                                          –            –           –           –          –              –            –            –          –           –              –                  –
      Rendering of Services                                 1,326,818            –           –       2,001     7,668               –            –            –          –     13,475               –                  –
      Receiving of Services                                 (267,882)            –           –    (1,425) (368,216)       (107,722)      (6,835)     (23,360)     (2,929)    (67,591)     (26,782)                    –
      Funds transferred/ Includes expenses incurred
      on behalf of others                                           –            –           –         36    103,044           4,160       7,920             –       828       1,802               –             2,029
      Funds received/ Includes expenses incurred
      on behalf of company                                          –            –           –       (689)    (5,179)             (8)           –            –          –           –              –                  –
      Employee Related Transaction incurred
      on behalf of others                                           –         247         360            –          –              –            –            –          –           –              –                  –
      Employee Related Transaction incurred
      on behalf of company                                          –        (247)       (360)           –          –           (13)            –            –          –           –              –           (1,995)
      Closing Balance                                          54,941            –           –       4,333   (26,129)       (24,466)       7,920       95,625       4,113      8,363               –                  –
      Creditors                                                     –            –           –           –   (26,129)       (24,466)            –            –          –           –              –                  –
      Loan and Advances                                             –            –           –       2,450          –              –       7,920       95,625       4,113           –              –                  –
      Debtors                                                  54,941            –           –       1,883          –              –            –            –          –      8,363               –                  –
      Closing Balance                                          54,941            –           –       4,333   (26,129)       (24,466)       7,920       95,625       4,113      8,363               –                  –
      * Entity where Key Management Personnel exercises significant influence in the year 2004–05.
      ** Entity having significant influence in the year 2004–05.
      Notes:
      1.   The above excludes provision of telephone services free of cost among the group companies
      2.   Payment made to Key Managerial Personnel is Rs. 159,132 thousand (March 31, 2004 Rs. 84,942 thousand).
24. Leases
    a)      Operating Lease – As a Lessee
            The lease rentals charged during the year for cancellable/non-cancellable leases relating to rent of building premises and
            cell sites as per the agreements and maximum obligation on long-term non-cancelable operating leases are as follows:
                                                                                                                           (Rs. ’000)
                                                                                                    As at                     As at
                                                                                          March 31, 2006            March 31, 2005
                                                                                                                                    184
  d)   Finance Lease – As a Lessee
       The group has taken certain vehicles on Finance Lease.The reconciliation between the total of minimum lease payments
       as at March 31, 2006 and their present value is as follows:-
                                                                                                                            (Rs. ’000)
                                                                         Minimum                  Future Finance             Present
                                                                   Lease Payments                       Charges                value
  e)   Exchange of IRU’s
       The Group has also entered into a non-cancelable operating lease to take approximately 922.37 kilometers 2 pair of dark
       fiber against consideration in cash and exchange of approximately 246.75 kilometers 2 pair of dark fiber for a period of
       15 years. Due to the nature of the transaction, it is not possible to compute gross carrying amount, depreciation for the
       year and accumulated depreciation of the asset given on operating lease as at March 31, 2006 and accordingly, disclosures
       required by AS 19 is not provided.
  f)   The Group entered into a composite IT outsourcing agreement, whereby the vendor supplied fixed assets and IT related
       services to the Group. Based on the risks and rewards incident to the ownership, the fixed assets received are accounted
       for as a finance lease transaction. Accordingly, the asset and liability are recorded at the fair value of the leased assets at
       the inception. These assets are depreciated over their useful lives as in the case of the Group’s own assets.
       Since the entire amount payable to the vendor towards the supply of fixed assets during the year is accrued, there are no
       minimum lease payments outstanding as at the year-end in relation to these assets and accordingly, other disclosures as
       per AS 19 are not applicable.
  25. Break-up of net deferred tax asset/(liability) into major components of the respective balances is as follows:
                                                                                                                           (Rs. ’000)
                                                                                          March 31, 2006              March 31, 2005
       Deferred Tax Assets/(Liabilities) arising from:
       (i)     Provision for doubtful debts/advances charged in the financial
               statements but allowed as deduction under the Income Tax Act
               in future years (to the extent considered realisible)                                877,288                 556,542
       (ii)    Unabosorbed depreciation allowance and business loss carried
               forward (to the extent considered realizable, on the basis of
               estimated future profitably)                                                                —              1,145,678
       (iii) Depreciation claimed as deducation under the Income Tax Act
             but chargable in the financial statement in future years                           (2,785,099)              (2,544,955)
       (iv) Other expenses claimed as deducation under the Income Tax Act
            but chargable in the financial statements in future years (Net)                         (40,620)               (168,284)
       The tax impact for the above purpose has been arrived at by applying atax rate of 33.66% being the prevailing tax rate for
       Indian Companies under the Income Tax Act, 1961.
185
26. Employee stock compensation
    (i)    Pursuant to the shareholders’ resolutions dated February 27, 2001 and September 25, 2001, the Group has
           introduced the “Bharti Tele-Ventures Employees’ Stock Option Plan” (hereinafter called “the Old Scheme”) under
           which the Group decided to grant, from time to time, options to the employees of the Group and its subsidiaries.
           The grant of options to the employees under the ESOP Scheme is on the basis of their performance and other
           eligibility criteria.
    (ii)   On August 31, 2001 and September 28, 2001, the Group issued a total of 1,440,000 equity shares at a price of
           Rs. 565 per equity share to the Trust. The Group issued bonus shares in the ratio of 10 equity shares for every one
           equity share held as of September 30, 2001, as a result of which the total number of shares allotted to the trust
           increased to 15,840,000 equity shares.
    (iii) Pursuant to the shareholders’ further resolution dated September 6, 2005, the Group announced a new Employee
          Stock Option Scheme (hereinafter called “the New Scheme”) under which the maximum quantum of options was
          determined at 9,367,276 options to be granted to employees from time to time on the basis of their performance
          and other eligibility criteria.
    (iv) All above options are planned to be settled in equity at the time of exercise and have maximum period of 7 years
         from the date of respective grants. The plans existing during the year are as follows:
           a)   2001 Plan under the Old Scheme
                The options under this plan have an exercise price of Rs. 22.50 per share and vest on a graded basis as follows:
                                                                                                                              186
      c)    Super-pot Plan under the Old Scheme
            The options under this plan have an exercise price of Rs. Nil per share and vest on a graded basis as follows:
      2004 Plan
      Outstanding at beginning of year                 2,134                         70.00                                     —
      Granted                                             —                              —                                     —
      Exercised                                         203                          70.00                                     —
      Cancelled or expired                              271                              —                                     —
      Outstanding at the year end                     1,660                          70.00                                   4.83
      Excercisable at end of year                       266                          70.00                                     —
      Super-pot Plan
      Outstanding at beginning of year                    —                              —                                     —
      Granted                                             71                             —                                     —
      Exercised                                           14                             —                                     —
      Cancelled or expired                                 5                             —                                     —
      Outstanding at the year end                         52                             —                                   5.25
      Excersible at end of year                            6                             —                                     —
      Weighted average fair value of                      71                        139.40                                     —
      options granted during the year
187
                                                                             As of March 31, 2006
2005 Plan
    (vi) The fair value of the options granted during the year under the Super-pot Plan and the New Scheme is estimated on
           the date of grant using the Black-Scholes model with the following assumptions:
           Risk Free Interest Rates                                     4.59% p.a. to 5.30% p.a.       6.65% p.a. to 7.33 p.a.
           Expected Life                                                        12 to 36 months              48 to 66 months
           Expected Volatility                                                           55.15%            44.48% to 45.87%
           Expected Dividend                                                               0.00%                        0.00%
           Expected volatility is determined by taking into account the closing prices of stock listed on Bombay Stock Exchange
           from February 18, 2002 i.e. the date of the Initial Public Offer (IPO).
    (vii) The balance of deferred stock compensation as on March 31, 2006 is Rs. 388,148 thousand (March 31, 2005
           Rs. 13,370 thousand) and total employee compensation cost recognised for the year then ended is Rs. 127,067
           thousand (March 31, 2005 Rs. 47,128 thousand).
27. (i)    The Central Government’s approval is pending against the application made by erstwhile BML in respect of
           remuneration of Rs. 1,943 thousand [Rs. 1,274 thousand for the five month period ended August 31, 2000 and
           Rs. 669 thousand for the year ended March 31, 2000 respectively](March 31, 2003 Rs. 1,943 thousand) payable to
           the former Whole-Time Director which exceeds the limits prescribed by Schedule XIII of the Companies Act, 1956.
    (ii)   The Central Government’s approval is pending against the application made by erstwhile BCL in respect of excess
           remuneration paid to Whole Time Directors of Rs. 4,063 thousand (March 31, 2005 Rs.4,063 thousand).
    (iii) The cumulative amount of excess remuneration paid to the Whole Time Director (‘BAL’) pending approval of Central
           Government is Rs. 565 thousand (March 31, 2005 Rs. 565 thousand) and is refundable by the Director.
    (iv) The cumulative amount of excess remuneration paid to Managing Director and Whole Time Directors (erstwhile
           ‘BIL’) pertaining to earlier years, pending approval of the Central Government is Rs. 3,114 thousand (March 31, 2005
           Rs. 3,114 thousand) and is refundable by Directors.
                                                                                                                             188
  28. Earnings per Share
                                                                                                  As at                   As at
                                                                                        March 31, 2006          March 31, 2005
        Diluted effect on weighted average number of equity shares and profit attributable is on account of Foreign Currency
        Convertible Bonds and Optionally Convertible Redeemable Debentures. Refer notes 12 and 14 above.
  29.   As at the year end, the accumulated losses exceed the paid up share capital of Bharti Comtel Limited. However, in view
        of the support from the holding Company, the accounts are prepared on a going concern basis.
  30.   Previous year figures have been regrouped / reclassified, wherever necessary, to conform to current year’s classification.
189
           Statement pursuant to exemption received under Section 212 (8) of the Companies Act, 1956
                      relating to subsidiary companies for the year ended March 31, 2006
      Sr. Name of the Subsidiary                Reporting    Capital    Reserves        Total        Total     Investments    Turnover       Profit Provision       Profit   Proposed Country
      No. Company                                Currency                              Assets   Liabilities     Other than                  Before         for       After   Dividend
                                                                                                                Investment                Taxation Taxation      Taxation
                                                                                                              in Subsidiary
      1.   Bharti Hexacom Limited                     INR   1,792,000   1,302,900   6,938,221   3,843,321                —    3,923,107   1,009,583   180,563     829,020          —     India
      2.   Bharti Aquanet Limited                     INR     25,000     212,046     248,618       11,572           43,472      47,844      11,120         93      11,027          —     India
      3.   Satcom Broadband Equipment Limited         INR    248,592     (19,796)    318,614       89,818                —      94,302       2,358     (1,962)      4,320          —     India
      4.   Bharti Comtel Limited                      INR      1,000    (103,755)    582,751      685,505                —     566,555     (72,688)     7,360    (80,048)          —     India
      5.   Bharti Broadband Limited                   INR    292,000    (194,133)    717,209      619,342          280,877     254,539     (41,863)    (4,358)   (37,505)          —     India
      Note: As required under para iii of the Approval letter dated April 26, 2006, issued by the Ministry of Company Affairs, Indian rupee equivalents of the figures given in
             foreign currencies in the accounts of the subsidiaries companies, have been given based on the exchange rates as on 31.03.2006.
190