REPORT ON CORPORATE GOVERNANCE

44 ANNUAL REPORT 2002-2003

REPORT ON CORPORATE GOVERNANCE
Bharti Tele-Ventures Limited is committed to conduct its business in a manner that exemplifies growth in shareholder value through ever-
improving financial results and world-class service. The Company has set a goal for attaining the highest standard of good governance,
meticulously pursue it and thereby maximize value for its shareholders, customers, employees and public at large. During the financial year
ended March 31, 2003, the Company has duly addressed the requirements of guidelines pertaining to Corporate Governance, as stipulated
under the Listing Agreement with Stock Exchanges.
BOARD OF DIRECTORS
The Company has a broad based Board with an optimum mix of Executive and Non-Executive Directors. The Board consists of three
Executive and eleven Non-Executive Directors. Seven Non-Executive Directors are independent i.e. they do not have any material
pecuniary relationship with the Company, its promoters or its management, which may affect the independence of the judgment of the
Director.
Mr. Sunil Bharti Mittal, Chairman and Managing Director, is an Executive Director and is the Chairman of the Board of Directors. The
Board members possess requisite skills, experience and expertise required to take decisions, which are in the best interest of the Company.
Composition of the Board
The details of the Directors on the Board of the Company for the financial year 2002-2003 is as under:
Name of the Director Category Number of Other Committee
other Membership*
Directorships
held 1 Member Chairman
Mr. Sunil Bharti Mittal (Chairman) Executive 11 2 –
Mr. Akhil Gupta Executive 12 9 –
Mr. Bashir Currimjee Non-Executive Independent – – –
Ms. Chua Sock Koong Non-Executive 1 1 –
Mr. Dalip Pathak Non-Executive Independent 1 – –
Mr. Donald Cameron Non-Executive Independent – – –
Mr. Lim Toon Non-Executive 1 – –
4
Mr. Lung Chien Ping Non-Executive Independent – – –
Mr. N. Kumar Non-Executive Independent 12 5 2
3
Mr. P. M. Sinha Non-Executive Independent 3 1 1
4
Mr. Paul O’ Sullivan Non-Executive – – –
Mr. Pulak Prasad Non-Executive Independent 2 2 1
5
Mr. Rajesh Khanna Non-Executive Independent 2 2 –
Mr. Rajan Bharti Mittal Executive 9 3 –
Mr. Rakesh Bharti Mittal Non-Executive 8 1 1
2
Mr. Sin Hang Boon Non-Executive 1 2 –
2
Mr. Wong Hung Khim Non-Executive Independent – – –

* The committees considered for the purpose are those prescribed under clause 49(IV) of the Listing Agreement(s)
1. The Directorships held by the Directors, as mentioned above, do not include the Directorships held in foreign companies and private
limited companies
2. Mr. Sin Hang Boon and Mr. Wong Hung Khim resigned from the Board with effect from February 27, 2003
3. Mr. P. M. Sinha resigned from the Board with effect from March 31, 2003 at the close of business hours
4. Mr. Paul O’ Sullivan and Mr. Lung Chien Ping joined the Board with effect from February 27, 2003
5. Mr. Rajesh Khanna appointed as Alternate Director to Mr. Dalip Pathak with effect from March 3, 2003

ANNUAL REPORT 2002-2003 45

INFORMATION AVAILABLE TO THE BOARD
All requisite information as per clause 49 of the Listing Agreement is placed before the Board. Among others, this includes:
• Annual operating plans, budgets and any updates therein
• Quarterly results for the Company and its operating divisions or business segments
• Capital budgets and any updates therein
• Minutes of meetings of audit committee and other committees of the board
• The information on recruitment/remuneration of senior officers just below the board level
• Material show cause, demand, prosecution notices and penalty notices, if any
• Any material default in financial obligations to and by the Company or substantial non payment for services sold by the Company
• Details of any joint venture or collaboration agreement
• Transactions involving substantial payment towards goodwill, brand equity or intellectual property
• Significant developments in Human Resources
• Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business
• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service
The information with respect to the above heads is submitted either as part of the Agenda papers of the Board Meeting or are tabled during
course of the Board Meeting. Senior management personnel are also invited to the Board Meetings from time to time to present reports on
the Company’s operations and internal control systems.
Attendance at the Board Meetings
During the year, the Board of Directors met four times. The meetings were held on May 31, 2002; July 5, 2002; October 29, 2002 and
January 14, 2003.
The attendance of each of the Directors at the Board Meetings and at the last Annual General Meeting (AGM) is presented below.
Name of the Director Number of Board Meetings attended Attended last AGM
(Total meetings held : 4) September 20, 2002
Mr. Sunil Bharti Mittal (Chairman) 4 Yes
Mr. Akhil Gupta 3 No
Mr. Bashir Currimjee 1 Yes
Ms. Chua Sock Koong 2* No
Mr. Dalip Pathak – No
Mr. Donald Cameron 2 No
Mr. Lim Toon 3* No
3
Mr. Lung Chien Ping N.A. N.A.
Mr. N. Kumar 3 No
2
Mr. P. M. Sinha 4 Yes
3
Mr. Paul O’ Sullivan N.A. N.A.
Mr. Pulak Prasad 2 No
4
Mr. Rajesh Khanna N.A. N.A.
Mr. Rajan Bharti Mittal 4 Yes
Mr. Rakesh Bharti Mittal 2* No
1
Mr. Sin Hang Boon 3* No
1
Mr. Wong Hung Khim 1 No
* One (1) meeting attended through Alternate Director
1. Mr. Sin Hang Boon and Mr. Wong Hung Khim resigned from the Board with effect from February 27, 2003
2. Mr. P. M. Sinha resigned from the Board with effect from March 31, 2003 at the close of business hours
3. Mr. Paul O’ Sullivan and Mr. Lung Chien Ping joined the Board with effect from February 27, 2003
4. Mr. Rajesh Khanna appointed as Alternate Director to Mr. Dalip Pathak with effect from March 3, 2003
46 ANNUAL REPORT 2002-2003
AUDIT COMMITTEE
The Company has constituted an Audit Committee, which deals in all matters relating to financial reporting and internal controls. The
scope of the Audit Committee has been defined by the Board of Directors in accordance clause 49 of the Listing Agreement, which among
others, includes:
• Reviewing the Company’s financial reporting processes and systems
• Recommending the appointment and removal of statutory auditors, taking decisions regarding audit fee and related expenses
• Reviewing the Company’s financial and risk management policies
• Reviewing with management the half-yearly and annual financial statements, before submission to the Board, focusing primarily on:

♦ changes in accounting policies and practices;

♦ major accounting entries, qualifications and accounting issues based on the managements discretion and judgement;

♦ compliance with the accounting standards;

♦ compliance with the stock exchange and legal requirements, concerning financial statements;

♦ any related party transactions; and

♦ internal audit processes and systems.

The Audit Committee specifically reviews the un-audited quarterly financial results before these are submitted to the Board for approval.
Minutes of each Audit Committee meeting are placed before the Board for information.
Composition and Attendance
Majority of members of the Audit Committee including the Chairman of the committee, Mr. Bashir Currimjee, are Non-Executive
Independent Directors. The Company Secretary of the Company acts as the secretary of the committee. All the members of the committee
have adequate financial and accounting knowledge.
During the year, the committee met three times viz. on May 31, 2002; October 29, 2002 and January 14, 2003. The composition and
Directors’ attendance at the committee meetings is presented below:
Member Director Category No. of Meetings Attended
(Total Meetings held : 3)
Mr. Bashir Currimjee (Chairman) Non-Executive Independent 1
Mr. Akhil Gupta Executive 2
Ms. Chua Sock Koong Non-Executive 1
Mr. N. Kumar Non-Executive Independent 3
Mr. Pulak Prasad Non-Executive Independent 2

HUMAN RESOURCE (HR)/REMUNERATION COMMITTEE

The Company has constituted a Human Resource committee (HR committee), which also discharges the functions of the remuneration
committee. The scope of the HR committee has been defined by the Board of Directors in accordance clause 49 of the Listing Agreement,
which among others, includes:
• Framing policies and compensation including salaries and salary adjustments, incentives, bonuses, promotions, benefits, stock options
and performance targets of top executives.
• Remuneration of Directors.
• Strategies for attracting and retaining employees, employee development programmes
• Key issues referred by the Board

ANNUAL REPORT 2002-2003 47

Composition and Attendance
The committee has seven Directors, majority of whom are Non-Executive Independent Directors. The Chairman of the committee,
Mr. Rakesh Bharti Mittal, is a Non-Executive Director.
During the year, the committee met three times viz. on May 31, 2002; October 29, 2002 and January 14, 2003. The composition and
Directors’ attendance at the committee meetings is presented below:
Member Director Category No. of Meetings Attended
(Total Meetings held : 3)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 1
Mr. Bashir Currimjee Non-Executive Independent 1
Mr. Donald Cameron Non-Executive Independent 2
Mr. P. M. Sinha Non-Executive Independent 3
1
Mr. Pulak Prasad Non-Executive Independent 2
Mr. Rajan Bharti Mittal Executive 3
Mr. Sin Hang Boon Non-Executive 2
1. Mr. Pulak Prasad was appointed as member of the HR committee in place of Mr. Dalip Pathak on May 31, 2002

ESOP COMPENSATION COMMITTEE

The Company has constituted a ESOP Compensation committee in accordance with SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 for administration and superintendence of Employee Stock Option Plan (ESOP) of the Company.
The committee has seven Directors, majority of whom are Non-Executive Independent Directors.
Scope of the Compensation committee
The ESOP Compensation committee formulates policies and procedures to ensure that there is no violation of SEBI (Insider Trading
Regulations) and (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations by any employee.
The committee also decides matters relating to grant of options, quantum of options, pricing under the ESOP for eligible employees and
frames policies to monitor the same.
Composition and attendance
The Chairman of the committee, Mr. Rakesh Bharti Mittal, is a Non-Executive Director. The Company Secretary of the Company acts as
the secretary of the committee.
During the year, the committee met three times viz. on May 31, 2002; October 29, 2002 and January 14, 2003. The composition and
Directors’ attendance at the committee meetings is presented below:

Member Director Category No. of Meetings Attended

(Total Meetings held : 3)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 1
Mr. Bashir Currimjee Non-Executive Independent 1
Mr. Donald Cameron Non-Executive Independent 2
Mr. P. M. Sinha Non-Executive Independent 3
1
Mr. Pulak Prasad Non-Executive Independent 2
Mr. Rajan Bharti Mittal Executive 3
Mr. Sin Hang Boon Non-Executive 2

1. Mr. Pulak Prasad was appointed as member of the ESOP Compensation committee in place of Mr. Dalip Pathak on May 31, 2002

48 ANNUAL REPORT 2002-2003

REMUNERATION OF DIRECTORS
The remuneration payable to the Chairman & Managing Director and the Executive Directors is reviewed by the HR committee and
approved by the Board of Directors and the shareholders of the Company.
The details of the remuneration paid to the Executive Directors of the Company and the subsidiary companies in their capacity as Directors/
Advisors for the year ended March 31, 2003, is presented below:
Executive Directors
I. Sunil Bharti Mittal – Chairman & Managing Director
Salary & Allowances Performance Retainership Fees Advisory Fees@ Contribution to PF
Linked Incentive & Other Funds Total
BTVL BCL BIL BIL BTVL
2,400,000 23,750,000 12,900,000 13,860,000 288,000 53,198,000
@ inclusive of Service Tax
II. Rajan Bharti Mittal – Joint Managing Director
Salary & Allowances Performance Advisory Fees Contribution
Linked Incentive to PF & Other Funds Total
BTVL BIL BIL BTVL
2,400,000 6,000,000 5,850,000 288,000 14,538,000

III. Akhil Gupta – Joint Managing Director

Salary & Allowances Performance Advisory Fees Contribution
Linked Incentive to PF & Other Funds Total
BTVL BIL BIL BTVL
2,400,000 7,500,000 9,100,000 288,000 19,288,000

* BTVL - Bharti Tele-Ventures Limited

BCL - Bharti Cellular Limited
BIL - Bharti Infotel Limited
Non-Executive Directors
The Non-Executive Directors have not drawn any remuneration from the Company, for the year ended March 31, 2003 other than a
sitting fee of Rs. 5,000 per day for Board and committee meetings attended by them.

EQUITY STOCK OPTION TO DIRECTORS

Mr. Akhil Gupta, Joint Managing Director, has been granted 1,399,822 options under the Equity Stock Option Plan of the Company.
No fresh stock options have been granted to any Director of the Company during the financial year 2002-2003.

INVESTORS GRIEVANCE COMMITTEE

The Company has constituted an Investors Grievance committee for redressing shareholders/investors complaints like transfer of shares,
non-receipt of annual report, non-receipt of declared dividend and others. The committee meets generally every month to review all
investor grievances and ensure that these are redressed within a period of 7-10 days from the date of receipt of complaint, except those that
are constrained by legal impediments/procedural issues.
Mr. Narender Gupta, Company Secretary, acts as the Compliance Officer of the Company.

ANNUAL REPORT 2002-2003 49

Composition and attendance
The Chairman of the committee, Mr. Rakesh Bharti Mittal, is a Non-Executive Director. The committee comprises of three members and
Directors’ attendance at the meetings of Investors Grievance committee is as under:
Member Director Category No. of Meetings Attended
(Total Meetings held : 13)
Mr. Rakesh Bharti Mittal (Chairman) Non-Executive 12
Mr. Rajan Bharti Mittal Executive 13
Mr. Akhil Gupta Executive 11
NATURE OF COMPLAINTS AND REDRESSAL STATUS
Since the Company came out with the Public Issue in February 2002, the complaints received by the Company are generally pertaining to
issues relating to the incorrect demat accounts, change of address, incorrect bank details and non receipt of refund orders etc. The numbers
of complaints during the year were moderate, details of which are as under:
Type of Complaint No. of Complaints Redressed Pending
Any communication towards non-receipt of any shares allotted/refund 13 13 –
Reported loss of refund order and request for fresh issue/duplicate refund order 3 3 –
Correction/Change of Bank Mandate of refund orders 8 8 –
Non-receipt of refund pay orders 61 60 1
Non-receipt of securities 20 19 1
Miscellaneous 8 8 –
TOTAL 113 111 2*
* Pending complaints as on March 31, 2003 have been resolved subsequently.
All requests for share transfers have been processed and effected except those, which are disputed, and sub-judice.
GENERAL BODY MEETINGS
The last three Annual General Meetings were held as under:
Financial Year Location Date Time
Air Force Auditorium
2001-2002 Subroto Park September 20, 2002 3:30 P.M.
New Delhi – 110 010
H- 5/12, Mehrauli Road
Qutab Ambience
2000-2001 New Delhi – 110 030 September 25, 2001 11:00 A.M.
(Registered Office)
H- 5/12, Mehrauli Road
Qutab Ambience
1999-2000 New Delhi – 110 030 September 27, 2000 4:00 P.M.
(Registered Office)
Following two resolutions had been passed at the last Annual General Meeting as special resolutions apart from the special resolutions
passed by means of Postal Ballot separately mentioned in “POSTAL BALLOT” section:
• Approval for payment to Mr. Sunil Bharti Mittal from the Company or any of its subsidiaries for the services rendered by him.
• Amendment to the Articles of Association of the Company

50 ANNUAL REPORT 2002-2003

POSTAL BALLOT
Pursuant to Section 192A of the Companies Act, 1956, during the year 2002-2003, the shareholders of the Company had overwhelmingly
approved (99% of the total votes casted) by means of Postal Ballot, following matters by way of special resolutions:
• Authorisation to make loans to or furnish guarantees or provide securities on behalf of its subsidiary Company viz. Bharti Cellular
Limited upto an aggregate amount of Rs. 3,500 crores.
• Authorisation to make loans to or furnish guarantees or provide securities on behalf of its subsidiary Company viz. Bharti Telesonic
Limited upto an aggregate amount of Rs. 1,500 crores.
The Postal Ballot exercise was conducted by Mr. Shailesh Kapoor, an Advocate, who was appointed scrutinizer to ensure that postal ballot
process is conducted in a fair and transparent manner.
A Postal Ballot Form has been separately sent to the shareholders for the following two resolutions being put to vote through postal ballot
as special resolutions:
• Authorisation to make loans to or furnish guarantees or provide securities on behalf of its subsidiary Company viz. Bharti Cellular
Limited upto an aggregate amount of Rs. 6,700 crores.
• Authorisation to make loans to or furnish guarantees or provide securities on behalf of its subsidiary Company viz. Bharti Infotel
Limited (formerly Bharti Telenet Limited) upto an aggregate amount of Rs. 4,000 crores.
The results of aforesaid resolutions to be passed through Postal Ballot shall be declared at the forthcoming Annual General Meeting. The
procedure for exercising postal ballot is provided in the Postal Ballot Paper.
DISCLOSURES
During the year, there were no transactions of material nature of the Company with the Promoters, Directors, Management, their relatives,
or subsidiaries of the Company etc., that had potential conflict with the interest of the Company at large. The related party transactions
with the subsidiary/group companies have been disclosed in the Annual Accounts.
There were no instances of non-compliances by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or
SEBI or any statutory authority on any matter related to the capital markets.
COMMUNICATION TO SHAREHOLDERS
Quarterly and Half-yearly financial reports of the Company are not sent to the individual shareholders of the Company.
Quarterly un-audited results are published in prominent daily newspapers, viz. Business Standard and Jansatta (vernacular newspaper)
and are also posted on the Company’s website. At the end of each quarter the Company does an earnings call with analysts and investors,
which is also broadcast live on Company’s website, and the transcript is posted on the website soon after.
The domain name of Company’s website is www.bhartiteleventures.com and up-to-date financial results, official news releases, financial
analysis reports and other general information about the Company is available on this website.
The Management Discussion and Analysis report forms part of the Annual Report.
GENERAL SHAREHOLDERS’ INFORMATION
(i) The Annual General Meeting is proposed to be held on Tuesday the 21st day of October, 2003, at 3.30 p.m. at Air Force Auditorium,
Subroto Park, New Delhi - 110 010.
(ii) Book Closure Date: October 11, 2003 to October 21, 2003 (both days inclusive).
(iii) Financial Calendar for the year 2003-2004.
Tentative Schedule
Accounting year April 1, 2003 to March 31, 2004
First Quarter Un-audited Results July 2003
Second Quarter and Half yearly Un-audited Results October 2003
Third Quarter Un-audited Results January 2004
Fourth Quarter Un-audited Results April 2004
Annual Results (Audited) Within 6 months of the close of the financial year
Annual General Meeting In accordance with Section 166 of the Companies Act, 1956

ANNUAL REPORT 2002-2003 51

(iv) Listing on Stock Exchanges
The Company’s equity shares are listed on:
• The National Stock Exchange of India Limited, Symbol -‘BHARTI’
• The Stock Exchange, Mumbai, Scrip code - 532454
• The Delhi Stock Exchange Association Limited (Regional), Scrip code - 102250
Listing Fees for the year 2003-2004 has been paid to the Mumbai Stock Exchange and the National Stock Exchange. The listing fees to
The Delhi Stock Exchange Association Limited (Regional) for 3 years, i.e. up to March 2004, have been paid in advance at the time of
listing in February 2002.
(v) Stock Market Data for the period April 1, 2002 to March 31, 2003
Share price performance in comparison on BSE Sensex
High Low Volume BSE Sensex
Month (Rs.) (Rs.) Traded
(Nos.) High Low
April 42.45 35.00 2,828,649 3,538 3,297
May 38.35 31.65 12,709,879 3,478 3,098
June 38.00 32.00 3,186,485 3,378 3,149
July 36.35 29.50 7,233,773 3,367 2,932
August 33.90 29.80 4,070,586 3,185 2,932
September 35.50 30.90 6,875,169 3,228 2,974
October 32.40 24.00 2,425,025 3,039 2,828
November 26.00 21.50 2,079,292 3,246 2,929
December 26.40 22.00 2,273,904 3,414 3,187
January 30.00 20.65 7,486,662 3,417 3,199
February 34.00 27.00 5,765,477 3,342 3,218
March 30.30 26.30 1,847,722 3,312 3,040

BHARTI Share Price vs BSE Sensex

3600 46

3500 43

40
3400
37
3300
34
Sensex

Bharti

3200
31
3100 28

3000 25
Apr-02 May-02 Jun-02 Jul-02 Aug-02 Sep-02 Oct-02 Nov-02 Dec-02 Jan-03 Feb-03 Mar-03
Month

Sensex Bharti

52 ANNUAL REPORT 2002-2003

Share price performance in comparison with NSE Nifty
High Low Volume S&P CNX Nifty Index
Month (Rs.) (Rs.) Traded
(Nos.) High Low
April 40.10 34.90 6,492,417 1,153 1,073
May 38.30 31.60 11,095,509 1,136 1,020
June 38.50 32.00 6,913,910 1,102 1,029
July 36.25 29.30 6,458,195 1,087 943
August 33.75 29.80 2,410,116 1,012 935
September 35.35 30.65 9,409,987 1,024 960
October 36.95 23.90 3,369,957 983 920
November 26.25 21.80 4,371,428 1,057 948
December 26.20 22.05 6,502,019 1,103 1,034
January 31.10 20.65 16,853,473 1,105 1,026
February 31.70 27.15 7,029,198 1,075 1,034
March 30.20 26.10 4,301,910 1,070 974

Share Price vs S&P CNX Nifty

1180 43

1150 40
1120
37
1090
34
1060

Bharti
Nifty

31
1030

1000 28

970 25
Apr-02 May-02 Jun-02 Jul-02 Aug-02 Sep-02 Oct-02 Nov-02 Dec-02 Jan-03 Feb-03 Mar-03
Month

Nifty Bharti

(vi) Registrar and Transfer Agent

Karvy Consultants Limited, ‘Karvy House’, 46 Avenue 4, Street No. 1, Banjara Hills, Hyderabad – 500 034, is our Registrar and
Transfer Agent.
Tel. (91-40) 23312454/ 23320751-53
Fax. (91-40) 23311968/ 23323049
Email : bhartitele@karvy.com

ANNUAL REPORT 2002-2003 53

(vii) Distribution of shareholding by number of shares held as on March 31, 2003
Sl. No. No. of equity No. of % of Number of % to total
shares held Shareholders shareholders equity shares of Rs. 10/- equity
1 <500 32,656 74.08 5,055,656 0.27
2 500-1000 8,911 20.22 6,432,566 0.35
3 1001-2000 1,332 3.02 2,058,982 0.11
4 2001-3000 330 0.75 870,393 0.05
5 3001-4000 137 0.31 500,127 0.03
6 4001-5000 154 0.35 732,286 0.04
7 5001-6000 71 0.16 400,313 0.02
8 6001-7000 44 0.10 285,155 0.01
9 7001-8000 53 0.12 407,180 0.02
10 8001-9000 15 0.03 129,508 0.01
11 9001-10000 55 0.13 543,797 0.03
12 10001-50000 172 0.39 3,788,291 0.20
13 50001> 151 0.34 1,832,162,513 98.86
Total 44,081 100.00 1,853,366,767 100.00
Categories of shareholding as on March 31, 2003
Sl. No. Category No. of Shares Held % of Shareholding
A PROMOTERS HOLDING
Promoters*
– Indian Promoters 859,986,028 46.40%
– Foreign Promoters 0 0.00%
Persons acting in Concert # 2,750,000 0.15%
SUB-TOTAL 862,736,028 46.55%
B NON- PROMOTER HOLDINGS
Institutional Investors
Mutual Funds and UTI 41,837,723 2.26%
Banks, Financial Institutions, Insurance Companies, Central/
State Government Institutions/Non-Government Institutions 9,204,200 0.50%
FIIs 99,526,851 5.36%
SUB-TOTAL 150,568,774 8.12%
C Others
Private Corporate Bodies 21,069,224 1.14%
Indian Public 25,553,492 1.38%
NRIs/OCBs 31,561,292 1.70%
Foreign Companies 745,096,539 40.20%
Any other :
(i) Trusts 15,817,820 0.85%
(ii) HUF 467,167 0.03%
(iii) Clearing Members (NSDL & CDSL) 496,431 0.03%
SUB-TOTAL 840,061,965 45.33%
GRAND TOTAL 1,853,366,767 100.00%

54 ANNUAL REPORT 2002-2003

(viii) Transfer System
The shares of the Company are traded on the stock exchanges through the Depository system. The Demat ISIN in National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is: INE 397D01016.
The share transfer work is handled by Registrar and Share Transfer Agent (RTA), M/s. Karvy Consultants Limited, ‘Karvy House’,
46 Avenue 4, Street No. 1, Banjara Hills, Hyderabad. All requests received by the Company/RTA for Dematerialisation/Re-
materialisation/transfer are disposed off expeditiously. Share Certificates duly endorsed are issued/transferred to all those shareholders,
who opt for shares in the physical form.
(ix) Investors’ correspondence may be addressed to:
Narender Gupta
Compliance Officer and Company Secretary
Bharti Tele-Ventures Limited
‘Qutab Ambience,’ H-5/12, Mehrauli Road
New Delhi – 110 030
Tel .: 91-11-51666000-07 Fax :91-11-51666011-12
gupta_n@bharti.com website : www.bhartiteleventures.com

ANNUAL REPORT 2002-2003 55

AUDITORS’ CERTIFICATE
ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING
AGREEMENTS

To the Members of Bharti Tele-Ventures Limited,

1. We have reviewed the implementation of Corporate Governance procedures by Bharti Tele-Ventures Limited (the Company) during
the year ended 31 March, 2003, with the relevant records and documents maintained by the Company, furnished to us for our review
and the report on Corporate Governance as approved by the Board of Directors.
2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination 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.
We further 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.
3. On the basis of our review and according to the information and explanations given to us, the conditions of Corporate Governance
as stipulated in Clause 49 of the listing agreements with the Stock Exchange(s) have been complied with in all material respect by the
Company

For and on behalf of

Price Waterhouse
Chartered Accountants

Place : New Delhi U. RAJEEV

Date : September 16, 2003 Partner

56 ANNUAL REPORT 2002-2003