1. Background
Bharti Airtel Limited (''Bharti Airtel'' 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
a) During the quarter ended June 30, 2010, the Company has won the bids
for spectrum for Third Generation of Wireless Technologies (3G) and
Broadband & Wireless Access (BWA) Licence for 11 circles and 4 circles
respectively. The Company has paid Rs. 119,322 Mn towards 3G spectrum
fees and Rs. 33,144 Mn towards BWA spectrum fees. Upon the launch of 3G
services in respective circles, the spectrum fees has been capitalised
and balance been disclosed under Capital Work in Progress pending
commencement of such services.
Spectrum fees for 3G and BWA is partly fi nanced through debts from
various banks. Agreements for loans prevent the Company from creating
any security interest over its assets without prior written consent of
such lenders.
b) On April 1, 2010, Airtel M Commerce Services Limited (AMSL) has been
incorporated as a wholly owned subsidiary of Bharti Airtel Limited with
an investment of Rs. 20 Mn. During this year, Bharti Airtel Services
Limited, the wholly owned subsidiary of Bharti Airtel Limited has
invested Rs. 20 Mn for 50% investment in AMSL. During the year, AMSL has
launched its M-commerce services w.e.f. January 21, 2011.
c) On April 5, 2010, Bharti Airtel (Japan) Kabushiki Kaisha, Japan has
been incorporated as a step down subsidiary of Bharti Airtel Limited
(through Bharti Airtel Holdings (Singapore) Pte Limited, Singapore, a
wholly owned subsidiary of the Company). Bharti Airtel Holdings
(Singapore) Pte Limited has invested Yen 50,000 towards subscription of
1 share of Yen 50,000 in Bharti Airtel (Japan) Kabushiki Kaisha.
d) On April 6, 2010, Bharti Airtel International (Mauritius) Limited
has been incorporated as a wholly owned subsidiary of Bharti Airtel
Limited with an investment of Rs. 1,646 Mn. The Company has further
invested Rs. 2,076 Mn, Rs. 779 Mn and Rs. 135 Mn in the quarters ended
September 30, 2010, December 31, 2010 and March 31, 2011 respectively
for additional equity shares.
e) On May 17, 2010, the Company acquired additional 206,000 equity
shares of USD 1 each in its subsidiary, Bharti International
(Singapore) Pte Limited with an investment of Rs. 9 Mn. The Company has
further invested Rs. 481 Mn in the quarter ended December 31, 2010 for
additional 10,770,000 equity shares of USD 1 each.
During the quarter ended March 31, 2011 the Company has further
invested Rs. 140 Mn for additional 3,060,000 equity shares of USD 1 each.
The Company currently holds 50.85% of the total shareholding as on
March 31, 2011.
f) On May 18, 2010, the Company subscribed additional 18,535 equity
shares of Euro 1 each in its subsidiary, Bharti Airtel International
(Netherlands) B.V for Rs. 1 Mn. Consequently, the total equity interest
of the Company in Bharti Airtel International (Netherlands) B.V has
increased to 51%.
g) On June 9, 2010, Bharti Airtel (France) SAS, France has been
incorporated as a step down subsidiary of Bharti Airtel Limited
(through Bharti Airtel Holdings (Singapore) Pte Limited, Singapore, a
wholly owned subsidiary of the Company). Bharti Airtel Holdings
(Singapore) Pte. Limited has invested Euro 10,000 towards subscription
of 10,000 share of Euro 1 each of Bharti Airtel (France) SAS.
h) Effective July 6, 2010, Bharti Airtel (Singapore) Private Limited
has been merged with Bharti International (Singapore) Pte Limited under
the Short Form Amalgamation provisions covered under section 215D of
Singapore Companies Act. Upon amalgamation the entire share capital of
the amalgamating entity is deemed cancelled and all the assets and
liabilities stand transferred to the amalgamated entity as on the date
of amalgamation. The Company holds 51.10% equity of the amalgamated
entity as on that date. Pursuant to this amalgamation, the cost of
investment of the Company in Bharti Airtel (Singapore) Private Ltd. as
on the date of amalgamation has been disclosed as the cost of
investment in Bharti International (Singapore) Pte Limited.
i) Pursuant to a defi nitive agreement dated March 30, 2010, Bharti
Airtel International (Netherlands) B.V., a subsidiary of the Company
has acquired 100% equity stake in Zain Africa B.V. (name changed to
Bharti Airtel Africa B.V.) for a total consideration of USD 9 Bn.
Accordingly, Bharti Airtel Africa B.V. has become a wholly owned
subsidiary of the Company with effect from June 8, 2010.
The above acquisition is fi nanced through debts from various banks.
The loan is subject to a negative pledge clause that prevents the Group
to create or allow to exist any Security Interest on any of its assets
without prior written consent of the Majority Lenders and restricts the
Group to incur any financial Indebtedness which is not used to fund
the Acquisition, 3G, BWA or related costs.
j) On August 27, 2010, Bharti Airtel Africa B.V., Africa, a wholly
owned subsidiary of Bharti Airtel Limited (through Bharti Airtel
International (Netherlands) B.V.), acquired 2,500,000 ordinary shares
representing 100% equity stake of Indian Ocean Telecom Limited, Jersey
that holds the entire share capital of Telecom Seychelles Limited,
Seychelles for a total consideration of USD 62 Mn.
Consequent upon acquisition of equity shares, Indian Ocean Telecom
Limited, Jersey and Telecom Seychelles Limited, Seychelles have
ultimately become step-down subsidiaries of Bharti Airtel Limited
effective August 27, 2010.
k) During the year, the Company has further invested Rs. 227 Mn in it''s
wholly owned subsidiary Bharti Airtel Holdings (Singapore) Pte. Limited
for additional equity shares.
l) On September 27, 2010, Zap Trust Burkina Faso S.A. has been
incorporated as wholly owned subsidiary of Zap Mobile Commerce B.V. (a
wholly owned subsidiary of Bharti Airtel International (Netherlands)
B.V.) with issued share capital of CFA 10,000,000 divided into 1,000
shares of CFA 10,000 each fully paid.
m) On September 28, 2010, Bharti Airtel DTH Holdings B.V. has been
incorporated, as wholly owned subsidiary of Bharti Airtel Africa BV.
with issued share capital of EUR 18,000, divided into 18,000 shares of
EUR 1, each fully paid.
n) On October 5, 2010, Africa Towers N.V. has been incorporated, as
wholly owned subsidiary of Bharti Airtel International (Netherlands)
BV, with issued share capital of EUR 45,000, divided into 45,000 shares
of EUR 1, each fully paid.
o) On October 7, 2010, Zap Trust Company Uganda Limited was
incorporated jointly by Zap Mobile Commerce BV, a wholly owned
subsidiary of Bharti Airtel International (Netherlands) BV, and Zap
Holdings BV, a wholly owned subsidiary of Zap Mobile Commerce BV, with
an authorised capital of 2,000,000 Uganda Shillings divided into 2,000
Ordinary shares of each 1,000 Uganda Shillings. Upon incorporation,
each incorporator subscribed for 1 share.
p) On October 26, 2010, Mobile Commerce Gabon S.A. has been
incorporated as wholly owned subsidiary of Zap Mobile Commerce B.V. a
wholly owned subsidiary of Bharti Airtel International (Netherlands)
BV. The newly incorporated company has an authorised capital of 1,000
Ordinary shares of 10,000 CFA Francs each.
q) On November 2, 2010, Airtel DTH Services Ghana Limited has been
incorporated as wholly owned subsidiary of Bharti Airtel DTH Holdings
BV. a wholly owned subsidiary of Bharti Airtel Africa BV. The newly
incorporated company has an issued capital of GHc 80,000, divided into
10,000 shares, all fully paid-up in cash.
r) On November 11, 2010, Zap Trust Company Tanzania Limited has been
incorporated jointly by Zap Mobile Commerce BV a wholly owned
subsidiary of Bharti Airtel International (Netherlands) BV and Zap
Holdings BV, a wholly owned subsidiary of Zap Mobile Commerce BV. The
newly incorporated company is a private limited company in which, Zap
Mobile Commerce BV currently holds 999 shares and Zap Holdings BV holds
1 share, each of 1,000 Tanzania Shillings.
s) On November 26, 2010, Airtel DTH Services Malawi Limited has been
incorporated as wholly owned subsidiary of Bharti Airtel DTH Holdings
BV, a wholly owned subsidiary of Bharti Airtel Africa BV. The Airtel
DTH Services Malawi Limited is a private limited company with
10,000,000 ordinary shares of one kwacha (K1) each.
t) On November 26, 2010, Airtel DTH Services Uganda Limited was
incorporated as wholly owned subsidiary of Bharti Airtel DTH Holdings
BV, a wholly owned subsidiary of Bharti Airtel Africa BV. The Airtel
DTH Services Uganda Limited is a private limited company and has an
authorised capital of Uganda Shillings 2,000,000, divided into 2,000
ordinary shares of Uganda Shillings 1,000 each.
u) On November 26, 2010, Airtel DTH Services Congo S.A. had been
incorporated as a wholly owned subsidiary of Bharti Airtel DTH Holdings
B.V. (a wholly owned subsidiary of Bharti Airtel Africa B.V.). Bharti
Airtel DTH holdings B.V., had invested CFA 10,000,000 in newly
incorporated company.
v) On November 29, 2010, Airtel DTH Services Niger S.A. had been
incorporated as a wholly owned subsidiary of Bharti Airtel DTH Holdings
B.V. (a wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti
Airtel DTH holdings B.V., had invested CFA 10,000,000 in newly
incorporated company.
w) On December 2, 2010, Airtel Towers (Ghana) Limited has been
incorporated as wholly owned subsidiary of Africa Towers N.V. a wholly
owned subsidiary of Bharti Airtel International (Netherlands) BV with
an issued capital amounts to GHc 80,000, divided into 10,000 shares,
all fully paid-up in cash.
x) On December 15, 2010, Malawi Towers Limited has been incorporated as
a wholly owned subsidiary of Africa Towers NV a wholly owned subsidiary
of Bharti Airtel International (Netherlands) BV. Malawi Towers Limited
is a private limited company with 10,000,000 ordinary shares of 1
Kwacha (K1) each.
y) On December 30, 2010, Uganda Towers Limited has been incorporated as
a wholly owned subsidiary of Africa Towers NV, a wholly owned
subsidiary of Bharti Airtel International (Netherlands) BV, with 2,000
ordinary shares of Uganda Shillings 1,000 each.
z) On January 18, 2011, Airtel DTH Service (K) Limited had been
incorporated as a subsidiary of Bharti Airtel DTH Holdings B.V. (a
wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti Airtel DTH
holdings B.V., had invested Kenyan Shillings 99,000 in newly
incorporated company for 99% of holding.
aa) On January 19, 2011, Airtel DTH Services (SL) Limited had been
incorporated as a wholly owned subsidiary of Bharti Airtel DTH Holdings
B.V. (a wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti
Airtel DTH holdings B.V., had invested le 10,000,000 in newly
incorporated company.
ab) On January 27, 2011, Airtel DTH Services Tanzania Limited had been
incorporated as a subsidiary of Bharti Airtel DTH Holdings B.V. (a
wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti Airtel DTH
holdings B.V., had invested Tanzanian Shillings 999,000 in newly
incorporated company for 99.9% of holding.
ac) On January 27, 2011, Airtel DTH Services Nigeria Limited had been
incorporated as a subsidiary of Bharti Airtel DTH Holdings B.V. (a
wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti Airtel DTH
holdings B.V., had invested 9,999,999 Nigerian Naira in newly
incorporated company.
ad) On January 31, 2011, Tchad Towers S.A. had been incorporated as a
wholly owned subsidiary of Africa Towers N.V. (a wholly owned
subsidiary of Bharti Airtel International (Netherlands) BV). Africa
Towers N.V. had invested CFA 10,000,000 in the newly incorporated
company.
ae) On February 2, 2011, Airtel Towers (SL) Company Ltd. had been
incorporated as a wholly owned subsidiary of Africa Towers N.V. (a
wholly owned subsidiary of Bharti Airtel International (Netherlands)
BV). Africa Towers N.V. had invested Sierra Leone Leones 10,000,000 in
the newly incorporated company.
af) On February 7, 2011, Zambia Towers Ltd. had been incorporated by
Africa Towers N.V. (a wholly owned subsidiary of Bharti Airtel
International (Netherlands) BV). The Africa Towers N.V. had invested
4,999,999 Zambian Kwacha in the newly incorporated company.
ag) On February 11, 2011, Bharti DTH Services Zambia Limited had been
incorporated as a subsidiary of Bharti Airtel DTH Holdings B.V. (a
wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti Airtel DTH
holdings B.V., had invested 4,999,999 Zambian Kwacha in newly
incorporated company.
ah) On February 18, 2011, Airtel DTH Services Tchad S.A. had been
incorporated as a wholly owned subsidiary of Bharti Airtel DTH Holdings
B.V. (a wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti
Airtel DTH holdings B.V., had invested CFA 10,000,000 in newly
incorporated company.
ai) On March 7, 2011, Congo Towers S.A. had been incorporated as direct
subsidiary of Africa Towers N.V. (a wholly owned subsidiary of Bharti
Airtel International (Netherlands) BV). Africa Towers N.V. had invested
CFA 10,000,000 in the newly incorporated company.
aj) On March 7, 2011, Towers Support Nigeria Ltd. had been
incorporated. The newly incorporated company is jointly controlled by
Africa Towers N.V. (a wholly owned subsidiary of Bharti Airtel
International (Netherlands) BV) and Bharti Airtel International
(Netherlands) B.V. Africa Towers N.V. had invested Nigerian Naira
10,000,000 in the newly incorporated company.
ak) On March 15, 2011, Airtel DTH Services Madagascar S.A. had been
incorporated as a wholly owned subsidiary of Bharti Airtel DTH Holdings
B.V. (a wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti
Airtel DTH holdings B.V., had invested Madagascar Ariary (MGA)
2,000,000 in the newly incorporated company.
al) On March 15, 2011, Madagascar Towers S.A. had been incorporated as
a wholly owned subsidiary of Africa Towers N.V. (a wholly owned
subsidiary of Bharti Airtel International (Netherlands) BV). Africa
Towers N.V. had invested Madagascar Ariary (MGA) 2,000,000 in the
newly incorporated company.
am) On March 15, 2011, Tanzania Towers S.A. had been incorporated as a
subsidiary of Africa Towers N.V. (a wholly owned subsidiary of Bharti
Airtel International (Netherlands) BV). Africa Towers N.V. had invested
Tanzania Shillings 999,000 in the newly incorporated company.
an) On March 16, 2011, Kenya Towers S.A. had been incorporated by
Africa Towers N.V. (a wholly owned subsidiary of Bharti Airtel
International (Netherlands) BV). The Africa Towers N.V. had invested
Kenya Shillings 99,000 for 99% of holding in the newly incorporated
company.
ao) On March 29, 2011, Niger Towers S.A. had been incorporated as a
wholly owned subsidiary of Africa Towers N.V. (a wholly owned
subsidiary of Bharti Airtel International (Netherlands) BV). Africa
Towers N.V. had invested CFA 10,000,000 in the newly incorporated
company.
ap) On March 30, 2011, Burkina Faso Towers S.A. had been incorporated
as a wholly owned subsidiary of Africa Towers N.V. (a wholly owned
subsidiary of Bharti Airtel International (Netherlands) BV). Africa
Towers N.V. had invested CFA 10,000,000 in the newly incorporated
company.
aq) On March 30, 2011, Airtel DTH Service Burkina Faso S.A. had been
incorporated as a wholly owned subsidiary of Bharti Airtel DTH Holdings
B.V. (a wholly owned subsidiary of Bharti Airtel Africa B.V). Bharti
Airtel DTH holdings B.V., had invested CFA 10,000,000 in newly
incorporated company.
ar) On January 12, 2011, the Company entered into a Joint Venture (JV)
agreement with the State Bank of India with equity participation of SBI
and Bharti Airtel in the ratio of 51:49 to offer banking products and
services. The formation of the JV company will be considered once the
required approvals are in place.
3. Contingent liabilities
a) Total Guarantees outstanding as at March 31, 2011 amounting to Rs.
25,140 Mn (March 31, 2010 Rs. 30,435 Mn) have been issued by banks and fi
nancial institutions on behalf of the Company.
Corporate Guarantees outstanding as at March 31, 2011 amounting to Rs.
452,314 Mn (March 31, 2010 Rs. 8,498 Mn) have been given to banks, fi
nancial institutions and third parties on behalf of Group Companies.
c) Sales tax
The claims for sales tax as at March 31, 2011 comprised the cases
relating to:
i. the appropriateness of the declarations made by the Company under
the relevant sales tax legislations which was primarily procedural in
nature;
ii. the applicable sales tax on disposals of certain property and
equipment items;
iii. lease circuit/broadband connectivity services;
iv. the applicability of sales tax on sale of SIM cards, SIM
replacements, VAS, Handsets and Modem rentals;
v. imposition of VAT on sale of artifi cially created light energy; and
vi. In the State of J&K, the Company has disputed the levy of General
Sales Tax on its telecom services and towards which the Company has
received a stay from the Hon''ble J&K High Court. The demands received
to date have been disclosed under contingent liabilities. The Company,
believes, that there would be no liability that would arise from this
matter.
d) Service tax
The service tax demands as at March 31, 2011 relate to:
i. cenvat claimed on tower and related material,
ii. levy of service tax on SIM cards,
iii. cenvat credit disallowed for procedural lapses and
inadmissibility of credit; and
iv. disallowance of cenvat credit used in excess of 20% limit.
e) Income tax demand under appeal
Income tax demands under appeal mainly included the appeals fi led by
the Company before various appellate authorities against the
disallowance of certain expenses being claimed under tax by income tax
authorities and non deduction of tax at source with respect to dealers/
distributor''s payments. The management believes that, based on legal
advice, it is probable that its tax positions will be sustained and
accordingly, recognition of a reserve for those tax positions will not
be appropriate.
f) Custom duty
The custom authorities, in some states, demanded Rs. 2,198 Mn as at March
31, 2011 (March 31, 2010 - Rs. 2,198 Mn) for the imports of special
software on the ground that this would form part of the hardware along
with which the same has been imported. The view of the Company is that
such imports should not be subject to any custom duty as it would be an
operating software exempt from any customs duty. The management is of
the view that the probability of the claims being successful is remote.
g) Entry tax
In certain states an entry tax is levied on receipt of material from
outside the state. This position has been challenged by the Company in
the respective states, on the grounds that the specifi c entry tax is
ultra vires the constitution. Classifi cation issues have also been
raised whereby, in view of the Company, the material proposed to be
taxed not covered under the specifi c category. The amount under
dispute as at March 31, 2011 was Rs. 2,521 Mn (March 31, 2010 - Rs. 1,956
Mn) included in Note 3 (b) above.
h) Access charges (Interconnect Usage Charges)/Port charges
Interconnect charges are based on the Interconnect Usage Charges (IUC)
agreements between the operators although the IUC rates are governed by
the IUC guidelines issued by TRAI. BSNL has raised a demand requiring
the Company to pay the interconnect charges at the rates contrary to
the guidelines issued by TRAI. The Company fi led a petition against
that demand with the Telecom Disputes Settlement and Appellate Tribunal
(''TDSAT'') which passed a status quo order, stating that only the
admitted amounts based on the guidelines would need to be paid by the
Company.
The management believes that, based on legal advice, the outcome of
these contingencies will be favorable and that a loss is not probable.
Accordingly, no amounts have been accrued although some have been paid
under protest.
The Hon''ble TDSAT in its order dated May 21, 2010, allowed BSNL to
recover distance based carriage charges. On fi ling of appeal by the
Telecom Operators, Hon''ble Supreme Court asked the Telecom Operators to
furnish details of distance-based carriage charges owed by them to
BSNL. Further, in a subsequent hearing held on August 30, 2010 Hon''ble
Supreme Court sought the quantum of amount in dispute from all the
operators as well as BSNL and directed both BSNL and Private telecom
operators to furnish CDRs to TRAI. The CDRs have been furnished to
TRAI. The management believes that, based on legal advice, the outcome
of these contingencies will be favourable and that a loss is not
probable.
In 2001, TRAI had prescribed slab based rate of port charges payable by
private operators which were subsequently reduced in the year 2007 by
TRAI. On BSNL''s appeal , TDSAT passed it''s judgment in favour of BSNL,
and held that the pre-2007 rates shall be applicable prospectively from
May 29, 2010. The management believes that, based on legal advice, the
outcome of these contingencies will be favourable and that a loss is
not probable.
i) DoT Demands
i) The Company has not been able to meet its roll out obligations fully
due to certain non-controllable factors like Telecommunication
Engineering Center testing, Standing Advisory Committee of Radio
Frequency Allocations clearance, non availability of spectrum, etc. The
Company has received show cause notices from DoT for 14 of its circles
for non-fulfi llment of its rollout obligations. DoT has reviewed and
revised the criteria now and the Company is not expecting any penalty
on this account.
ii) DoT demands also include demands raised for contentious matters
relating to computation of license fees and spectrum charges
j) Others
Others mainly include disputed demands for consumption tax, disputes
before consumer forum and with respect to labour cases and a potential
claim for liquidated damages.
The management believes that, based on legal advice, the outcome of
these contingencies will be favourable and that a loss is not probable.
No amounts have been paid or accrued towards these demands.
k) Bharti Mobinet Limited (''BMNL'') litigation
Bharti Airtel is currently in litigation with DSS Enterprises Private
Limited (DSS) (0.34 per cent equity interest in erstwhile Bharti
Cellular Limited (BCL)) for an alleged claim for specifi c performance
in respect of alleged agreements to sell the equity interest of DSS in
erstwhile BMNL to Bharti Airtel. The case fi led by DSS to enforce the
sale of equity shares before the Delhi High Court had been transferred
to District Court and was pending consideration of the Additional
District Judge. This suit was dismissed in default on the ground of
non-prosecution. DSS had fi led an application for restoration of the
suit but has subsequently withdrawn the restoration application. In
respect of the same transaction, Crystal Technologies Private Limited
(''Crystal''), an intermediary, has initiated arbitration proceedings
against the Company demanding Rs. 195 Mn regarding termination of its
appointment as a consultant to negotiate with DSS for the sale of DSS
stake in erstwhile BMNL to Bharti Airtel. The Ld. Arbitrator has partly
allowed the award for a sum of Rs. 31 Mn, 9% interest from period October
3, 2001 till date of award (i.e May 28, 2009) included in Note 3 (b)
above and a further 18% interest from date of award to date of payment.
The Company has fi led an appeal against the said award. The matter is
listed for arguments on July 13, 2011.
DSS has also fi led a suit against a previous shareholder of BMNL and
Bharti Airtel challenging the transfer of shares by that shareholder to
Bharti Airtel. In this matter the judgment is reserved. DSS has also
initiated arbitration proceedings seeking direction for restoration of
the cellular license and the entire business associated with it
including all assets of BCL/BMNL to DSS or alternatively, an award for
damages. An interim stay has been granted by the Delhi High Court with
respect to the commencement of arbitration proceedings. The stay has
been made absolute. The said suit is listed for final hearing on May
25, 2011. Further against the above Order of Single Judge making the
stay in favour of Bharti absolute, DSS fi led an appeal before the
Division Bench of Delhi High Court. The matter has been admitted,
whereafter the matter reached for arguments and was dismissed on
account of non-prosecution.
The liability, if any, of Bharti Airtel arising out of above litigation
cannot be currently estimated. Since the amalgamation of BCL and
erstwhile Bharti Infotel Limited (BIL) with Bharti Airtel, DSS, a
minority shareholder in BCL, had been issued 2,722,125 equity shares of
Rs. 10 each (5,444,250 equity shares of Rs. 5 each post split) bringing the
share of DSS in Bharti Airtel down to 0.14% as at March 31, 2011.
The management believes that, based on legal advice, the outcome of
these contingencies will be favorable and that a loss is not probable.
Accordingly, no amounts have been accrued or paid in regard to this
dispute.
4. Export Obligation
Bharti Airtel has obtained licenses under the Export Promotion Capital
Goods (''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, the Company is required to
export goods of FOB value equivalent to, or
more than, fi ve 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 within a period of
eight years from the import of capital goods. The Export Promotion
Capital Goods Scheme, Foreign Trade Policy 2004-2009 as issued by the
Central Government of India, covers both manufacturer exporters and
service providers. Accordingly, in accordance with Clause 5.2 of the
Policy, export of telecommunication services would also qualify.
Accordingly, the Company is required to export goods and services of
FOB value of Rs. 2,404 Mn as at March 31, 2011 (March 31, 2010 Rs. 1,003
Mn) by November 24, 2018.
5. a) Estimated amount of contracts to be executed on capital
account and not provided for (net of advances) Rs. 22,484 Mn as at March
31, 2011 (March 31, 2010 - Rs. 15,684 Mn).
b) Under the IT Outsourcing Agreement, the Company has commitments to
pay Rs. 5,741 Mn as at March 31, 2011 (March 31, 2010 - Rs. 6,597 Mn)
comprising of fi nance lease and service charges. In addition, the
future monthly rentals under this contract are determined on a revenue
share basis over the non-cancellable period of the agreement.
6. Employee benefits
a) During the year, the Company has recognised the following amounts in
the Profit and Loss Account:
7. Rs. 2,755 Mn (March 31, 2010 Rs. 2,823 Mn) 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 and security
deposits received from channel partners. Sundry debtors are secured to
the extent of the amount outstanding against individual subscribers by
way of security deposit received from them.
8. As at March 31, 2011, Bharti Airtel Employee''s Welfare Trust (''the
Trust'') holds 2,964,623 equity shares (of face value of Rs. 5 each)
(March 31, 2010 3,130,495 equity shares) of the Company, out of which
2,386,324 equity shares were issued at the rate of Rs. 25.68 per equity
share fully paid up and 578,299 equity shares (of face value of Rs. 5
each) are purchased from open market at average rate of Rs. 358.26 per
equity share.
9. Sales and Marketing under Schedule 16 includes goodwill waivers
which are other than trade discount, of Rs. 220 Mn (March 31, 2010 Rs. 354
Mn).
10. Loans and advances in the nature of loans along with maximum
amount outstanding during the year as per Clause 32 of Listing
Agreement are as follows:
(a) Loan and advance in the nature of loan bearing nil interest given
to Bharti Telemedia Limited Rs. 24,969 Mn (March 31, 2010 Rs. 14,880 Mn)
(b) Loan and advance in the nature of loan given to Bharti Airtel Lanka
(Private) Limited at LIBOR 4.5% interest rate is Rs. 9,697 Mn (March
31, 2010 Rs. 6,184 Mn)
(c) Loan and advance in the nature of loan given to Bharti Airtel
International (Netherlands) B.V at LIBOR 1.1% interest rate is Rs.
11,654 Mn (March 31, 2010 Rs. Nil)
(d) Loan and advance in the nature of loan given to Alcatel- Lucent
Network Management Services India Limited at SBI PLR 1% interest rate
is Rs. 90 Mn (March 31, 2010 Rs. Nil)
(e) Loan and advance in the nature of loan given to Bharti Teleports
Limited at 13% p.a. interest rate is Rs. 210 Mn (March 31, 2010 Rs. 100 Mn)
Refer Note 22 for maximum amount outstanding during the year for the
above entities.
11. Amounts due to micro and small enterprises under Micro, Small and
Medium Enterprises Development Act., 2006 aggregate to Rs. 22 Mn (March
31, 2010 – Rs. 38 Mn ) based on the information available with the
Company and the confi rmation received from the creditors till the year
end.:
12. Information about Business Segments - Primary
Segment Definitions:
The Company''s operating businesses are organized and managed separately
according to the nature of products and services provided, with each
segment representing a strategic business unit that offers different
products and serves different markets. The analysis of geographical
segments is based on the areas in which major operating divisions of
the Company operate.
Mobile Services - These services cover telecom services provided
through cellular mobile technology wherein a subscriber is connected to
the network through wireless equipment. The subscriber can freely roam
around anywhere and stay connected wherever the wireless network
coverage is available. Effective April 1, 2010, the Company has
disclosed the captive national long distance network services in
Mobility segment. In the earlier periods these services were disclosed
under Enterprise Services segment and since it primarily provides
connectivity to the mobile business services, the Company believes that
the change would result in a more appropriate presentation of events
and transactions in the financial statements of the Company.
Telemedia Services - These services are provided through wire-line
connectivity to the subscriber. The end-user equipment is connected
through cables from main network equipment (i.e. switch) to
subscriber''s premises.
Enterprise Services - These services cover domestic and international
long distance services and internet and broadband services. Long
distance services are intermediary services provided to third party
service providers of cellular or fixed line services. Internet and
broadband services are used to provide bandwidth and other network
solutions to corporate customers. This segment previously included the
captive long distance networks which has now been reported under Mobile
Services.
Other operations - These comprise the unallocated revenues, profi
ts/(losses), assets and liabilities of the Company, none of which
constitutes a separately reportable segment. The corporate
headquarters'' expenses are not charged to individual segments.
13. 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 identifi ed and certifi
ed by the management are:
Name of the Related Party and Relationship:
(i) Key Management Personnel
Sunil Bharti Mittal Manoj Kohli Sanjay Kapoor
(ii) Other Related Parties
(a) Entities where control exist – Subsidiary/Subsidiaries of
subsidiary
Bharti Hexacom Limited
Bharti Airtel Services Limited
Bharti Telemedia Limited
Bharti Airtel (USA) Limited
Bharti Airtel Lanka (Private) Limited
Bharti Airtel (UK) Limited
Bharti Airtel (Canada) Limited
Bharti Airtel (Hongkong) Limited
Bharti Infratel Limited
Network i2i Ltd.
Bharti Airtel Holdings (Singapore) Pte. Ltd.*
Bharti Airtel (Singapore) Private Limited (merged with Bharti
International (Singapore) Pte. Ltd. w.e.f July 6, 2010)*
Bharti Infratel Lanka (Private) Limited (subsidiary of Bharti
Airtel Lanka (Private) Limited)
Bharti Infratel Ventures Limited (subsidiary of Bharti Infratel
Limited)
Airtel M Commerce Services Limited (Incorporated on April 1, 2010)*
Bharti Airtel (Japan) Kabushiki Kaisha (subsidiary of Bharti
Airtel Holdings (Singapore) Pte. Ltd.)
(incorporated on April 5, 2010)*
Bharti Airtel (France) SAS (subsidiary of Bharti Airtel
Holdings (Singapore) Pte. Ltd.)
(incorporated on June 9, 2010)*
Bharti Airtel International (Mauritius) Limited (incorporated on April
6, 2010)*
Bharti International (Singapore) Pte. Ltd.*
Airtel Bangladesh Limited (formerly Warid Telecom
International Limited)
(subsidiary of Bharti Airtel Holdings (Singapore) Pte. Ltd.)
Bharti Airtel International (Netherlands) B.V.*
Bharti Airtel Africa B.V. (Subsidiary of Bharti Airtel International
(Netherlands) B.V.)*
Other subsidiaries of Bharti Airtel Africa B.V. : Africa Towers N.V.
(incorporated on October 5, 2010)* Airtel (Ghana) Limited (formerly
Bharti Airtel (Ghana) Limited)
Airtel (SL) Limited (formerly Celtel Sierra Leone Limited)
Airtel Burkina Faso S.A. (formerly Celtel Burkina Faso S.A.) #
Airtel Congo S.A (Formerly Celtel Congo S.A.)#
Airtel DTH Services (K) Limited (incorporated on January 18, 2011)*
Airtel DTH Services (Sierra Leone) Limited (incorporated on January 19,
2011)*
Airtel DTH Services Burkina Faso S.A. (incorporated on March 30, 2011)*
Airtel DTH Services Congo S.A. (incorporated on November 26, 2010)*
Airtel DTH Services Ghana Limited (incorporated on November 2, 2010)*
Airtel DTH Services Madagascar S.A. (incorporated on March 15, 2011)*
Airtel DTH Services Malawi Limited (incorporated on
November 26, 2010) *
Airtel DTH Services Niger S.A. (incorporated on November 29, 2010)*
Airtel DTH Services Nigeria Limited (incorporated on January 27, 2011)*
Airtel DTH Services T.Chad S.A. (incorporated on February 18, 2011)*
Airtel DTH Services Tanzania Limited (incorporated on January 27,
2011)*
Airtel DTH Services Uganda Limited (incorporated on November 26, 2010)*
Bharti DTH Services Zambia Limited (incorporated on Feb 11, 2011)*
Airtel Madagascar S.A. (formerly Celtel Madagascar S.A.)
Airtel Malawi Limited (formerly Celtel Malawi Limited)
Airtel Networks Kenya Limited (formerly Celtel Kenya Limited)#
Airtel Networks Limited (formerly Celtel Nigeria Limited)
Airtel Tanzania Limited (formerly Celtel Tanzania Limited)#
Airtel Towers (Ghana) Limited (incorporated on December 2, 2010)*
Airtel Towers S.L. Company Limited (incorporated on February 2, 2011)*
Airtel Uganda Limited (formerly Celtel Uganda Limited)
Bharti Airtel Acquisition Holdings B.V.
Bharti Airtel Burkina Faso Holdings B.V.
Bharti Airtel Cameroon Holdings B.V.
Bharti Airtel Chad Holdings B.V.
Bharti Airtel Congo Holdings B.V.
Bharti Airtel DTH Holdings B.V. (incorporated on September 28, 2010)*
Bharti Airtel Gabon Holdings B.V.#
Bharti Airtel Ghana Holdings B.V.#
Bharti Airtel IP Netherlands B.V. (dissolved w.e.f. December 30, 2010)
Bharti Airtel Kenya B.V.#
Bharti Airtel Kenya Holdings B.V.
Bharti Airtel Madagascar Holdings B.V.#
Bharti Airtel Malawi Holdings B.V.#
Bharti Airtel Mali Holdings B.V.
Bharti Airtel Middle East B.V. (dissolved w.e.f. December 30, 2010)
Bharti Airtel Morocco Holdings B.V. (dissolved w.e.f. December 30,
2010)
Bharti Airtel Niger Holdings B.V.#
Bharti Airtel Nigeria B.V.#
Bharti Airtel Nigeria Holdings B.V.
Bharti Airtel Nigeria Holdings II B.V.
Bharti Airtel RDC Holdings B.V.
Bharti Airtel Services B.V.
Bharti Airtel Sierra Leone Holdings B.V.#
Bharti Airtel Tanzania B.V.#
Bharti Airtel Tanzania Holdings B.V. (dissolved w.e.f December 30,
2010)
Bharti Airtel Uganda Holdings B.V.#
Bharti Airtel Zambia Holdings B.V.#
Burkina Faso Towers S.A. (incorporated on March 30, 2011)*
Celtel (Mauritius) Holdings Limited
Celtel Cameroon SA
Celtel Chad S.A.#
Celtel Congo RDC S.a.r.l.#
Celtel Gabon S.A.
Celtel Niger S.A.
Celtel Zambia plc
Channel Sea Management Co Mauritius Limited
Congo Towers S.A. (incorporated on March 7, 2011)*
Indian Ocean Telecom Limited *
Kenya Towers S.A. (incorporated on March 16, 2011)*
Madagascar Towers S.A. (incorporated on March 15, 2011)*
Malawi Towers Limited (incorporated on December 15, 2010)*
Mobile Commerce Congo S.A.
Mobile Commerce Gabon S.A (incorporated on October 26, 2010)*
Montana International
MSI-Celtel Nigeria Limited
Niger Towers S.A. (incorporated on March 29, 2011)*
Partnership Investments Sprl
Société Malgache de Telephonie Cellulaire SA
Tanzania Towers S.A. (incorporated on March 15, 2011)*
Tchad Towers S.A. (incorporated on January 31, 2011)*
Telecom Seychelles Limited*
Towers Support Nigeria Limited (incorporated on March 7, 2011)*
Uganda Towers Limited (incorporated on December 30, 2010)*
Zain (IP) Mauritius Limited
Zain Developers Form
Zain Mobile Commerce Tchad SARL (formerly Zain Mobile
Commerce Tchad)
Zain Plc (dissolved w.e.f. January 11, 2011)
Zambia Towers Limited (incorporated on February 7, 2011)*
Zap Holdings B.V.
Zap Mobile Commerce B.V.
Zap Niger S.A. (Niger)
Zap Trust Burkina Faso S.A. (incorporated on September 27, 2010)*
Zap Trust Company (SL) Ltd. (Sierra Leone)
Zap Trust Company Ltd. (Ghana)
Zap Trust Company Ltd. (Kenya)
Zap Trust Company Ltd. (Malawi)
Zap Trust Company Nigeria Limited
Zap Trust Company Tanzania Limited (incorporated on November 11, 2010)*
Zap Trust Company Uganda Ltd. (incorporated on October 7, 2010)*
ZMP Ltd. (Zambia)
(b) Associates/Associate of subsidiary
Alcatel-Lucent Network Management Services India Limited Bharti
Teleports Limited
Tanzania Telecommunications Limited (Associate of Bharti Airtel
Tanzania B.V.)
(c) Joint Ventures/Joint Venture of Subsidiary
Forum I Aviation Limited (Joint Venture of Bharti Airtel Services
Limited)
Indus Towers Limited (Joint Venture of Bharti Infratel Limited) Bridge
Mobile Pte Limited
(d) Entities where Key Management Personnel and its relatives exercise
significant influence/Group Companies
Beetel Teletech Limited
Bharti Airtel Employees Welfare Trust
Bharti Axa General Insurance Company Limited
Bharti Axa Investment Managers Private Limited
Bharti Axa Life Insurance Company Limited
Bharti Enterprises Limited
Bharti Foundation
Bharti Realty Holdings Limited
Bharti Realty Limited
Bharti Retail Limited
Bharti Wal-Mart Private Limited
Centum Learning Limited
Comviva Technologies Limited
Fieldfresh Foods Private Limited
Guernsey Airtel Limited
Indian Continent Investment Limited
Jersey Airtel Limited
Nile Tech Limited
(e) Entities having significant influence over the Company Singapore
Telecommunications Limited
Pastel Limited
Bharti Telecom Limited
* Refer Note 2 above for details of new operations during the year.
# Transactions of similar nature with such subsidiaries have been
clubbed and shown under the head ''Other African Subsidiaries'' as their
contribution to total transaction value is less than 10%.
14. Finance Lease - as a Lessee
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 asset and liability are recorded at the fair value of the leased
assets at the time of receipt of the assets, since it is not possible
for the Company to determine the extent of fixed assets and services
under the contract at the inception of the contract. 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 fi
-xed assets and services during the year is accrued, the disclosures as
per AS 19 are not applicable.There are no restrictions imposed on lease
arrangements.
15. Employee stock compensation
(i) Pursuant to the shareholders'' resolutions dated February 27, 2001
and September 25, 2001, the Company 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 Old 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 (face value Rs. 10 each) 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 at
September 30, 2001, as a result of which the total number of shares
allotted to the trust increased to 15,840,000 (face value Rs. 10 each)
equity shares.
(iii) Pursuant to the shareholders'' 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 (face value Rs. 10 each) options to be granted to
the 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:
16. Forward Contracts and Derivative Instruments
The Company''s activities expose it to a variety of financial risks,
including the effects of changes in foreign currency exchange rates and
interest rates. The Company uses derivative financial instruments such
as foreign exchange contracts, option contracts and interest rate swaps
to manage its exposures to interest rate and foreign exchange fl
-uctuations.
17. a) The board of directors in its meeting held on April 28, 2010,
recommended a final dividend of Rs. 1 per equity share of Rs. 5 each (20%
of face value) for financial year 2009-10 which was duly approved by
the shareholders of the Company in the Annual General Meeting held on
September 1, 2010.
18. The Board of Directors recommended a final dividend of Rs. 1.00 per
equity share of Rs. 5.00 each (20% of face value) for financial year
2010-11. The payment is subject to the approval of the shareholders in
the ensuing Annual General Meeting of the Company.
19. The Company has undertaken to provide financial support, to its
subsidiaries Bharti Airtel Services Limited, Bharti Airtel (USA)
Limited, Bharti Airtel (Canada) Limited, Bharti Airtel (Hongkong)
Limited, Bharti Telemedia Limited, Bharti Airtel Lanka (Pvt.) Limited
and Bharti Airtel International (Netherlands) B.V. including its
subsidiaries.
20. Previous year figures have been regrouped/reclassified where
necessary to conform to current year''s classification. |