Dear Shareholders,
 
 The Directors have pleasure in presenting the sixteenth annual report
 on the business and operations of the Company together with audited fi
 nancial statements and accounts for the year ended March 31, 2011.
 
 OVERVIEW
 
 Bharti Airtel is one of the world''s leading providers of
 telecommunication services with presence in 19 countries including
 India & South Asia and Africa. The Company served an aggregate of 220.9
 Mn customers as on March 31, 2011. The Company is the largest wireless
 service provider in India, based on the number of customers as of March
 31, 2011. The Company offers an integrated suite of telecom solutions
 to its enterprise customers, in addition to providing long distance
 connectivity both nationally and internationally. The Company also
 offers Digital TV and IPTV Services. All these services are rendered
 under a unified brand airtel either directly or through subsidiary
 companies. The Company also deploys, owns and manages passive
 infrastructure pertaining to telecom operations under its subsidiary
 Bharti Infratel Limited.  Bharti Infratel owns 42% of Indus Towers
 Limited. Bharti Infratel and Indus Towers are the largest passive
 infrastructure service providers for telecom services in India.
 
 FINANCIAL RESULTS AND RESULTS OF OPERATIONS
 
 Financial Highlights of Consolidated Statement of Operations of the
 Company as per International Financial Reporting Standards.
 
                                                   Amount in Rs. Mn
 
 Particulars                           Financial      Year Y-o-Y
 
                                 2010-11   2009-10    Growth
 
 Gross revenue                   594,672   418,472      42%
 
 EBITDA                          199,664   167,633      19%
 
 Cash profit from operations     177,851   167,455       6%
 
 Earnings before taxation         76,782   105,091     -27%
 
 Net profit/(loss)                60,467    89,768     -33%
 
 Financial Highlights of Standalone Statement of Operations of the
 Company as per Indian Generally Accepted Accounting Principles.
 
                                                    Amount in Rs. Mn
 
 Particulars                         Financial Year          Y-o-Y
                                   2010-11     2009-10      Growth
 
 Gross revenue                     380,158     356,095        7%
 
 EBITDA                            133,843     137,764       -3%
 
 Cash profit from operations       133,664     147,217       -9%
 
 Earnings before taxation           87,258     106,993      -18%
 
 Net profit/(loss)                  77,169      94,262      -18%
 
 LIQUIDITY
 
 The Company has suitable commercial arrangements with its creditors,
 healthy cash flows and sufficient standby credit lines with banks and
 financial institutions to meet its working capital cycles. It deploys
 a robust cash management system to ensure timely servicing of its
 liquidity obligations. The Company has also been able to arrange for
 adequate liquidity at an optimised cost to meet its business
 requirements and has minimised the amount of funds tied-up in the
 current assets
 
 As of March 31, 2011, the Company had cash and cash equivalents of Rs.
 9,575 Mn and short term investments of Rs. 6,224 Mn.
 
 The Company actively manages the short-term liquidity to generate
 optimum returns by investments made only in debt and money market
 instruments including liquid and income debt fund schemes, fixed
 maturity plans and other similar instruments.
 
 The Company is comfortable with its present liquidity position and
 foreseeable liquidity needs. It has adequate facilities in place and
 robust cash flows to meet its liquidity requirements for executing its
 business plans and meeting with any evolving requirements.
 
 GENERAL RESERVE
 
 Out of the total Profit of Rs. 77,169 Mn on a standalone basis for the
 financial year ended March 31, 2011, an amount of Rs. 5,800 Mn has been
 transferred to the General Reserve.
 
 DIVIDEND
 
 The Board recommends a final dividend of Rs. 1 per equity share of Rs. 5
 each (20% of face value) for the financial year 2010-11. The total
 dividend payout inclusive of Rs. 616 Mn tax on dividend, will amount to Rs.
 4,414 Mn. The payment of dividend is subject to the approval of the
 shareholders at the ensuing annual general meeting of the Company.
 
 SUBSIDIARY COMPANIES
 
 As on March 31, 2011, your Company has 113 subsidiary companies as set
 out in Page no. 150 of the annual report (for abridged annual report
 please refer Page no. 49).
 
 Pursuant to the General Circular No. 2/2011 dated February 8, 2011
 issued by the Ministry of Corporate Affairs, Government of India, the
 Board of directors have consented for not attaching the balance sheet,
 Profit and loss account and other documents as set out in Section
 212(1) of the Companies Act, 1956 in respect of its subsidiary
 companies for the year ended March 31, 2011.
 
 Annual accounts of these subsidiary companies, along with related
 information are available for inspection at the Company''s registered
 offi ce. Copies of the annual accounts of the subsidiary companies will
 also be made available to Bharti Airtel''s investors and subsidiary
 companies'' investors upon request.
 
 The statement pursuant to the above referred circular is annexed as
 part of the Notes to Consolidated Accounts of the Company on Page no.
 53 of the abridged annual report and Page no. 159 of the full version
 of the annual report.
 
 ABRIDGED FINANCIAL STATEMENTS
 
 In terms of the provisions of Section 219(1)(b)(iv) of the Companies
 Act, 1956, the Board of directors have decided to circulate the
 abridged annual report containing salient features of the balance sheet
 and Profit and loss account to the shareholders for the financial
 year 2010-11. Full version of the annual report will be available on
 Company''s website www.airtel.com and will also be made available to
 investors upon request.
 
 In support of the green initiative of the Ministry of Corporate
 Affairs, the Company has also decided to send all future communications
 including the annual report through email to those shareholders, who
 have registered their e-mail id with their depository participant/
 Company''s registrar and share transfer agent. In case a shareholder
 wishes to receive a printed copy of such communications, he/she may
 please send a request to the Company, which will send a printed copy of
 the communication to the shareholder.
 
 QUALITY
 
 Deeply embedded in Bharti Airtel''s DNA, operational excellence has been
 the driving force towards mobilising the entire organisation to
 eliminate non-conformances and minimize waste in its processes. This
 has led to a remarkable process improvement and cost reduction. The
 Company has developed its unique model of excellence in line with
 Malcolm Balridge award known as CEO''s Operational Excellence award. The
 award criteria includes improvement, process compliance, leadership
 engagement in excellence, best practice replication, customer and
 employee satisfaction and financial performance. For the up-keep of
 standards, all processes are continually assessed by external
 consultants leading to certifications like TL9000, BCP DR, ISO 27001,
 OHSAS, beside continual improvement.
 
 BRANDING
 
 The year was a landmark in the history of the brand airtel, marked by
 important changes and advancements, as the Company continued to build
 on its leadership position across markets. A number of signifi cant
 strides were taken to live up to the Company''s refreshed vision – By
 2015 airtel will be the most loved brand, enriching the lives of
 millions.
 
 Bharti Airtel introduced a completely new, fresh and vibrant brand logo
 and identity. Designed to appeal to a more demanding consumer, the
 dynamic new identity met with high appreciation as it was introduced in
 existing and new markets. Backed by a high decibel communication
 campaign, the roll out of the new identity was completed across all its
 markets.
 
 Apart from India and Sri Lanka, the brand also started to offer its
 services to consumers in Bangladesh making the Company a powerhouse
 across South Asia. Across the seas, the Company established a strong
 presence in the 16 countries across the African continent.
 
 During the year, Airtel won the ''Most Preferred Cellular Service
 Provider Brand'' award in the CNBC Awaaz Consumer Awards 2010 for the
 6th year in a row. The CNBC Awaaz Consumer Awards were based on an
 extensive consumer survey done by Nielsen, wherein the customers rated
 brands across different categories which delivered true value for
 money.
 
 MAJOR AGREEMENTS AND ALLIANCES
 
 During the year, the Company signed the following major agreements
 relating to operations, customer service, innovation and technology:
 
 - With Ericsson, Nokia Siemens Networks and Huawei for the launch of 3G
 services in India. These partners will plan, design, deploy and
 maintain a state of the art 3G HSPA Network in the Company''s 3G license
 circles. This deployment would enable the Company to extend its
 leadership position in the Indian market and meet the growing demand
 for high speed surfing and wireless entertainment in the country.
 
 - With Ericsson and Huawei to deploy state-of-the-art network
 infrastructure in Bangladesh. Ericsson to deliver and manage majority
 of the Company''s network capacity in Bangladesh, while Huawei to swap
 the existing radio network in the eastern areas of Bangladesh.
 
 - With State Bank of India (SBI), a Joint Venture (JV) agreement to
 usher in the new era of financial inclusion for the unbanked in India.
 The JV will become the Business Correspondent of SBI and offer banking
 products and services at affordable cost to the citizens in unbanked
 and other areas.
 
 - With Nokia to launch ''Ovi Life Tools'' service targeted at providing
 Airtel''s mobile customers with access to relevant content on
 agriculture, education and entertainment.
 
 - With Radio Mirchi, to launch ''Mirchi Mobile'' on airtel, enabling its
 customers to choose and follow their favourite local Mirchi radio
 station from anywhere in India from the 12 Radio Mirchi stations.
 
 - With Encyclopedia Britannica to offer airtel broadband customers two
 year free access to ''Britannica online'', the world''s most trusted
 information source.
 
 - With Novatium to help expand the broadband market by launching ''Net
 PC Plus'' on airtel broadband for customers in Chennai.
 
 - With Savvis to offer managed IT and cloud services in the high growth
 Indian IT market. The collaboration aims to launch innovative managed
 services to enterprises operating in or expanding into India.
 
 - With China Telecom to launch direct underground terrestrial link
 between India and China. With this network, the Company has established
 the third international gateway for its customers in India offering an
 alternate and shortest route between India and China alongside existing
 Subsea routes.
 
 - With VMware, to launch virtualisation services based on VMware
 vSphere™ platform, extending the Managed Service portfolio.
 
 - With Servion and Cisco for launch of Hosted Contact Center services
 for large, medium and small enterprises offering freedom from
 technology obsolescence, capital investments and continuity challenges
 while leveraging the capability to customise the solution, based on
 business requirements.
 
 - With consortium of telecom operators for launch of IMEWE submarine
 cable system stretching from India to Western Europe via Middle East;
 EASSy Cable system, the largest submarine cable system serving the
 African continent and EIG offering connectivity to the Middle East,
 Africa and Europe with enhanced capacity, redundancy and network
 resilience.
 
 - With IBM for transformation and management of the comprehensive IT
 infrastructure and applications in all the 16 countries of operations
 in Africa.
 
 - With Ericsson, NSN Siemens and Huawei for network management of 2G
 and 3G network in all the 16 countries of operations in Africa.
 
 - With IBM, Tech Mahindra and Spanco for world-class customer service
 across all 16 countries in Africa.
 
 NEW PRODUCTS/ INITIATIVES
 
 During the year, the Company launched various new and innovative
 products and services, directly and through its subsidiaries, which
 enabled it to strengthen its leadership in an intensely competitive
 market. Some of the key launches of the year included:
 
 - 3G Services in 9 of 13 circles with 3G spectrum, empowering all 3G
 customers to manage their data usage and avoid ''bill shock'' with
 proactive, personalised and timely data usage alerts coupled with
 introduction of easy-to-understand intuitive tariffs with personalised
 data usage limits.
 
 - airtel money - India''s first mobile wallet service by a telecom
 operator. It offers customers an effi cient alternative to cash
 transactions, providing Airtel customers across the country with a
 convenient and secure way of making payments through the ubiquitous
 mobile platform anytime, anywhere!
 
 - airtel call manager, a service that enables a customer to keep
 his/her callers informed (when he is in a meeting or driving and is not
 able to take calls) by choosing the meeting or the driving profi les.
 
 - airtel voice blog, world''s first voice blogging service, enabling
 customers to share recorded voice updates with their followers – fans,
 friends or family.
 
 - airtel world SIM for international travellers enabling outbound
 travellers to retain their local number while roaming internationally
 at a fraction of the cost, allowing customers to save upto 85 percent
 on international calls.
 
 - Live Aarti on mobile, India''s first service on mobile offering daily
 live Pujas and Aartis directly from the shrines including Tirupati
 Balaji, Siddhivinayak, Shri Sai Baba from Shirdi and Bangla Sahib.
 
 - LearnNext an e-Learning website for the Company''s broadband users. It
 is a complete computer based interactive CBSE study module, for
 students studying in Class VI to X.
 
 - IPTV services in Bangalore, the 2nd city after Delhi – NCR to get
 airtel IPTV services.
 
 - airtel broadband TV, allows the broadband customers to watch live TV
 on their computers or laptops without having to buy an extra TV set or
 cable connection/set top box or an air antenna by simply subscribing to
 airtel broadband TV.
 
 - Unified Service Management Centre (uSMC), to enhance the quality of
 customer experience and provide best in class services to the
 customers.
 
 - Global Data Services in Thailand and Malaysia in association with
 TRUE International Gateway Co. and Telecom Malaysia respectively to
 serve the growing bandwidth demands of customers in the region.
 
 - airtel digital TV recorder, an enhanced Set Top Box (STB) with
 capability to record live television, anytime, anywhere using mobile
 phone. After pioneering the initiative of recording television
 programmes through mobile, the recording facility was extended through
 internet for airtel digital TV recorder customers.
 
 - India''s first High Definition (HD) box with Dolby digital plus
 offering 7.1 channels of surround sound for airtel digital TV
 customers.
 
 - MAMO (My Airtel My Offer) is Africa''s first marketing tool offering
 segmented and personalised offers to both active and inactive
 customers. A single number, ''141'' is being advertised inviting
 customers to listen to their customised offers with the option of
 fulfillment. The offers range from voice (local and international),
 SMS, VAS and data depending on customers'' usage and activity.
 
 - i-Care was deployed across all countries of operation – the objective
 of the programmes is to bring about a cultural transformation across
 the Company by putting the customer as the first priority and taking
 personal ownership to resume customer issues.
 
 OTHER COMPANY DEVELOPMENTS
 
 - The Company became a global telecom operator by completing
 acquisition of Zain Group''s (Zain) mobile operations in 15 countries
 across Africa in June 2010 and Telecom Seychelles Limited, a leading
 telecom operator in Seychelles in August 2010. With these acquisitions,
 the Company expanded its African footprint to 16 countries and its
 overall presence to 19 countries, thus becoming the first Indian brand
 to go truly global with a footprint covering over 1.8 Bn people.
 
 - The Company launched its New Vision for India and South Asia ''By
 2015, airtel will be the most loved brand, enriching the lives of
 millions'' inspiring and directing all stakeholders for the next stage
 of growth.
 
 - The Company also launched its vision for Africa By 2015 airtel will
 be the most loved brand in the daily lives of African people.
 
 AWARDS AND RECOGNITIONS
 
 The Company was conferred with many awards and recognitions during the
 year. Some of them are listed below:
 
 - At the GSMA in Barcelona in February this year, Airtel Africa was
 awarded two Global Mobile awards – ''Best Mobile Money Product or
 Solution'' and ''Best Customer Care and Customer Relationship Management
 (CRM)''.
 
 - Five awards at the Telecom Operator Awards 2011 constituted by
 tele.net, including ''Most Admired Telecom Operator'', ''Best National
 Mobile Operator'', ''Best VAS Provider'', ''Best Enterprise Services
 Provider'' and ''Operator with Best Rural Performance''.
 
 - ET Telecom Awards 2011 in categories of ''Customer experience
 Enhancement'' and ''Innovative VAS Product''.
 
 - ''Most Preferred Cellular Service Provider Brand'' award in the CNBC
 Awaaz Consumer Awards 2010 for the 6th year in a row.
 
 - ''Top Telecom Company'' 4th year in a row by NDTV Profit Business
 Leadership Awards 2010.
 
 - ''CIO 100 Award'' instituted by CIO magazine for innovative practices
 at the Annual CIO 100 Awards.
 
 - Four awards at the Annual Voice & Data Telecom Awards 2010 - ''Top
 Cellular Service Provider'', ''Top Telecom Service Provider'' and ''Top NLD
 & VSAT Service Provider''.
 
 - ''India''s Best Enterprise Connectivity Provider'' at the Users'' Choice
 Awards instituted by PC Quest.
 
 - Ranked amongst the top five firms in Corporate Reputation in India,
 by the Nielsen.
 
 - Rated as one of the top 5 best employers in the Aon Hewitt Best
 Employers in India 2011 study.
 
 - Ranked amongst the top 10 companies in ''the Best Companies to Work
 For'' survey by Business Today in 2011.
 
 - ''Small Business Technology Partner of the Year award'' at the
 Franchise India''s Small Business Congress 2010.
 
 - airtel digital TV was voted the favorite DTH service by customers in
 key metros in a nationwide customer satisfaction survey by MaRS on
 India''s Favourite DTH Operator.
 
 CAPITAL MARKET RATINGS
 
 As at March 31, 2011, Bharti Airtel has outstanding ratings with four
 institutions, two domestic rating agencies, viz. CRISIL and ICRA, and
 two international rating agencies, viz. Fitch Ratings and S&P.
 
 - CRISIL and ICRA have rated the Company at the top end of their rating
 scales, both for short term (P1 /A1 ) as well as long term (AAA/LAAA).
 
 - Fitch Ratings has rated the Company (and reaffi rmed at the time of
 Zain Acquisition) at level of sovereign of India (BBB-). S&P who had
 rated us at level of sovereign of India (BBB-) downgraded the Company
 by a sub-notch to BB  at the time of Zain acquisition.
 
 SHARE CAPITAL
 
 During the year, there was no change in the authorised, issued,
 subscribed and paid-up equity share capital of the Company which stood
 at Rs. 18,987,650,480 divided into 3,797,530,096 equity shares of Rs. 5
 each as at March 31, 2011.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 In accordance with the listing agreement requirements, the Management
 Discussion and Analysis report is presented in a separate section
 forming part of the annual report.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of corporate
 governance. The directors adhere to the requirements set out by the
 Securities and Exchange Board of India''s Corporate Governance Practices
 and have implemented all the stipulations prescribed.
 
 A detailed report on corporate governance pursuant to the requirements
 of clause 49 of the listing agreement forms part of the annual report.
 However, in terms of the provisions of Section 219(1) (b)(iv) of the
 Act, the abridged annual report has been sent to the members of the
 Company excluding this report. A certifi cate from the auditors of the
 Company, M/s. S.R. Batliboi & Associates, Chartered Accountants,
 Gurgaon confi rming compliance of conditions of Corporate Governance as
 stipulated under clause 49 is annexed to the report as annexure A.
 
 SECRETARIAL AUDIT REPORT
 
 Keeping with the high standards of corporate governance adopted by the
 Company and also to ensure proper compliance with the provisions of
 various corporate laws, the regulations and guidelines issued by the
 Securities and Exchange Board of India and other statutory authorities,
 the Company has voluntarily started a practice of secretarial audit
 from a practicing company secretary.
 
 The Company has appointed M/s. Chandrasekaran Associates, Company
 Secretaries, New Delhi, to conduct secretarial audit of the Company for
 the financial year ended March 31, 2011, who has submitted their
 report confi rming the compliance with all the applicable provisions of
 various corporate laws. The Secretarial Audit Report is provided
 separately in the annual report. However, in terms of the provisions of
 Section 219(1)(b)(iv) of the Act, the abridged annual report has been
 sent to the members of the Company excluding this report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses
 much more than social outreach programmes and is an integral part of
 the way the Company conducts its business. Detailed information on the
 initiatives of the Company towards CSR activities is provided in the
 Corporate Social Responsibility section of the annual report.
 
 DIRECTORS
 
 Since the last Directors'' Report, Mr. Arun Bharat Ram has retired from
 the Board in terms of the policy on independent directors adopted by
 the Company and Mr. Lim Chuan Poh, a nominee of Pastel has resigned.
 During the year, Lord Evan Mervyn Davies, Mr. Hui Weng Cheong, H.E. Dr.
 Salim Ahmed Salim and Mr. Tsun-yan Hsieh were appointed as directors.
 The Board places on record its sincere appreciation for the services
 rendered by Mr. Lim Chuan Poh and Mr. Arun Bharat Ram during their
 tenure on the Board.
 
 Ms. Tan Yong Choo was appointed as a director to fi ll casual vacancy
 caused due to resignation of Mr. Quah Kung Yang w.e.f. January 21, 2010
 and holds offi ce upto the date of the ensuing annual general meeting.
 
 Mr. Ajay Lal, Mr. Akhil Gupta and Mr. N. Kumar retires by rotation at
 the forthcoming annual general meeting and being eligible, offer
 themselves for re-appointment.
 
 The Company has received notices from members under Section 257 of the
 Companies Act, 1956, proposing the appointment of Lord Evan Mervyn
 Davies, Mr. Hui Weng Cheong, H.E. Dr. Salim Ahmed Salim, Ms. Tan Yong
 Choo and Mr. Tsun-yan Hsieh as non-executive directors of the Company.
 
 Mr. Sunil Bharti Mittal completes his current term as Managing Director
 of the Company on September 30, 2011. On the advice of the HR
 Committee, the Board recommends to the shareholders, the re-appointment
 of Mr. Sunil Bharti Mittal as a Managing Director for a further term of
 fi ve years effective October 1, 2011.
 
 A brief resume, nature of expertise, details of directorships held in
 other public limited companies of the directors proposing
 re-appointment along with their shareholding in the Company as
 stipulated under clause 49 of the listing agreement with the stock
 exchanges is appended as an annexure to the notice of the ensuing
 annual general meeting. The Board recommends their appointment.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits and, as such, no
 amount of principal or interest was outstanding as on the balance sheet
 date.
 
 AUDITORS
 
 The Statutory Auditors of the Company, M/s. S. R. Batliboi &
 Associates, Chartered Accountants, Gurgaon, retires at the conclusion
 of the ensuing annual general meeting of the Company and have confi
 rmed their willingness and eligibility for re-appointment and have also
 confi rmed that their re-appointment, if made, will be within the
 limits stipulated under Section 224(1B) of the Companies Act, 1956. The
 Board recommends their re-appointment for the next term.
 
 AUDITORS'' REPORT
 
 The Board has duly examined the Statutory Auditors'' report to accounts
 which is self explanatory and clarifi cations wherever necessary, have
 been included in the Notes to Accounts section of the annual report.
 
 As regards the comment under para i (a) of the annexure A to the
 Auditors'' Report regarding the updation of quantitative and situation
 details relating to certain fixed assets in the Fixed Assets Register,
 the Company is further strengthening its process for updation of
 requisite details at frequent intervals.
 
 As regards the comment under para xxi of the annexure to the Auditors''
 Report, to address the issues of fraud by employees and external
 parties, the Company has taken appropriate steps including issuance of
 warning letters, termination of service of the errant employees,
 termination of the contract/agreements with the external parties, legal
 action against the external parties involved, blacklisting the
 contractors, etc. The Company is further strengthening its internal
 control systems to reduce the probability of occurrence of such events
 in future.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 For the Company, being a service provider organisation, most of the
 information as required under 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, as amended is not applicable.
 However, the information as applicable has been given in annexure B to
 this report.
 
 EMPLOYEES STOCK OPTION PLAN
 
 The Company values its employees and is committed to adopt the best HR
 practices. The employees of the Company are presently eligible for two
 ESOP schemes under 2001 and 2005 Employee Stock Option Policy. Besides
 attracting talent, the Schemes also help in retention of talent and
 experience.
 
 The ESOP Scheme 2001 is administered through a Trust, whereby the
 shares held in the Trust are transferred to the employee as and when
 the concerned employee exercises stock options under the Scheme.
 
 Till March 2010, under ESOP Scheme 2005, the employees were allotted
 new equity shares upon exercise of stock options. In the board meeting
 held in April 2010, the Board approved purchase of the Company''s equity
 shares up to the limit approved by the shareholders in the existing
 Trust and appropriate the same towards the Scheme. Accordingly, under
 the ESOP Scheme 2005, the Company now acquire shares from the secondary
 market through the Trust and transfers the same to the respective
 employees in place of allotment of fresh equity shares.
 
 Disclosure in compliance with Clause 12 of the Securities and Exchange
 Board of India (Employee Stock Option Scheme and
 
 Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are
 provided in annexure C to this report.
 
 A certifi cate from M/s. S. R. Batliboi & Associates, Chartered
 Accountants, Statutory Auditors, with respect to the implementation of
 the Company''s Employees Stock Option schemes, would be placed before
 the shareholders at the ensuing annual general meeting and a copy of
 the same will also be available for inspection at the registered offi
 ce of the Company.
 
 PARTICULARS OF EMPLOYEES
 
 The information as required to be provided in terms of Section 217(2A)
 of the Companies Act, 1956 read with Companies (Particular of
 Employees) Rules, 1975 have been set out in the annexure D to this
 report. In terms of the provisions of Section 219(1)(b)(iv) of the Act,
 the abridged annual report has been sent to the members excluding this
 annexure. Members who desire to obtain this information may write to
 the Company Secretary at the registered offi ce address and will be
 provided with a copy of the same.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 to the best of their knowledge and belief confi rm that:
 
 I.  The applicable accounting standards have been followed along with
 proper explanation relating to material departures, in the preparation
 of the annual accounts for the year ended March 31, 2011;
 
 II.  They have selected and applied consistently and made judgements
 and estimates that are reasonable and prudent to give a true and fair
 view of the state of affairs of the Company as at the end of the fi
 nancial year and of the Profit of the Company for that period;
 
 III.  They have taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 and for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 IV.  They have prepared the annual accounts on a going concern basis.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation to the
 Department of Telecommunications (DOT), the Central Government, the
 State Governments in India, Government of Bangladesh, Government of Sri
 Lanka and Governments in the 16 countries in Africa, Company''s bankers
 and business associates; for the assistance, co-operation and
 encouragement they have extended to the Company and also to the
 employees for their continuing support and unstinting efforts in
 ensuring an excellent all round operational performance. The directors
 would like to thank various partners viz. Bharti Telecom, Singapore
 Telecommunications Limited and other shareholders for their support and
 contribution.  We look forward to their continued support in the
 future.
 
                                   For and on behalf of the Board
 
 Place : New Delhi                            Sunil Bharti Mittal
 Date : May 5, 2011                  Chairman & Managing Director