bharti teletech limited

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BHARTI TELETECH LIMITED
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Contents
Page No.
1.
Corporate Information
2.
Chairman's Message
3.
Notice of the Tenth Annual General Meeting
3-5
4.
Directors' Report
6-11
5.
Financial Statements with Auditors' Report
12 - 48
6.
Financial Statements with Directors' Report &
Auditors' Report of Beetel Teletech Limited
49 - 74
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Corporate
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Information
BOARD OF DIRECTORS
CHAIRMAN AND
MANAGING DIRECTOR
Mr. Rakesh Bharti Mittal
DIRECTORS
Mr.
Mr.
Mr.
Mr.
Mr.
Akhil Gupta
Devendra Khanna
Inderjit Walia
Rajan Bharti Mittal
Sarvjit Singh Dhillon
COMPANY SECRETARY
Mr. Vineet Bose
AUDITORS
S. R. Batliboi & Associates
Chartered Accountants
BANKERS
State Bank of India
IDBI Bank Limited
REGISTERED OFFICE
D - 195, Okhla Industrial Area
Phase - 1
New Delhi - 110 020
WEBSITE
www.beetel.in
QUERIES / ASSISTANCE
Company Secretarial Department
Bharti Teletech Limited
D - 195, Okhla Industrial Area
Phase - 1
New Delhi - 110 020
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Chairman's Message
Dear Friends,
The year gone by once again saw India taking the center-stage in the world.
As a country we have matured into a responsible democracy and our
buoyancy as a young economy with futuristic perspective is driving us forward
even in the times of world economic recession.
In the midst of this dynamic environment, we are committed to create
substantial shareholder value through quality products & services and greater
reach.
In the Financial Year 2008-09 your company sold over 7.3 million communication and media devices thereby
registering gross revenue of Rs. 10,658.4 million. We strengthened our distribution business through Beetel
branded phones, BlackBerry, Polycom, Apple iPhone, Astra VOIP, Samsung, Transcend, Edge & 3G modems.
The key enabling factor for us has been our ability to expand our distribution network with a deep understanding
of the market.
Bharti Teletech has maintained its leadership position in the fixed line telephone segment with a market share of
over 40%. The demand for our products in overseas markets continued to be strong and exports grew at a
healthy rate. I am glad to inform you that we exported more than 2,00,000 cordless phones to Latin America
and we are sure that basis this success, we will be looking forward to expanding our footprint.
Perhaps the biggest event of the year has been rejuvenation of Beetel brand with new branding and logo which
represents the new emerging face of our company as a distribution house. I would also like to share with you
that Bharti Teletech has been assigned a "A+" (long term) and "P1+" (short term) credit rating by CRISIL.
We will be partnering with some of the leading brands of the world and further extending the portfolio of Beetel
branded products. We are committed to bring in innovative products for the Indian consumers with a clear
focus on qualitative processes and systems. We will keep up the strong focus on competency and skill development
of employees to promote a culture of performance, quality and innovation.
Finally, I would like to wish all the very best to the entire team of Bharti Teletech for the mission they set for the
company and thank our business partners for their enduring support.
(Rakesh Bharti Mittal)
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! Notice of the Tenth Annual G •neral Meeting
NOTICE is hereby given that the Tenth Annual General
Meeting of shareholders of Bharti Teletech Limited
will be held on Monday, the 27th day of July, >009
at 3.30 p.m. at Lakshmipat Singhania Auditorium, PHD
Chamber of Commerce and Industry, PHD House,
4/2, Siri Institutional Area, August Kranti Marg, New
Delhi - 110 016 to transact the following businesstps:-
holds office upto the date of this Annual General
Meeting, be and is hereby appointed as a Director
of the Company, liable to retire by rotation.
7.
RESOLVED THAT pursuant to provisions of Section
21 and other applicable provisions, if any, of the
Companies Act, 1956 and subject to the approval
of the Central Government and such other approvals
as may be required, the name of the Company be
changed from 'Bharti Teletech Limited' to 'BEETEL
TELETECH LIMITED'.
ORDINARY BUSINESS:
1.
To receive, consider and adopt the Audited Ba ance
Sheet of the Company as at 31st March, 2009, •rofit
& Loss Account for the year ended on that dat and
the Reports of the Board of Directors and Au itors
thereon.
2.
To declare dividend.
3.
To appoint a Director in place of Mr. Rajan harti
Mittal who retires by rotation and being el ible,
offers himself for re-appointment.
4.
To appoint Statutory Auditors of the Compan
shall hold office from the conclusion of this A
General Meeting until the conclusion of the
Annual General Meeting and to fix
remuneration.
To consider and if thought fit, to pass, with
or without modification(s), the following
resolution as a SPECIAL RESOLUTION :
RESOLVED FURTHER THAT the name Bharti Teletech
Limited, wherever it appears in the Memorandum
and Articles of Association of the Company, be
substituted by the new name 'BEETEL TELETECH
LIMITED'.
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RESOLVED FURTHER THAT the Board of Directors
be and is hereby authorised to do all such acts,
deeds and things in relation thereto and to delegate
all or any of the power hereby conferred to such
Director(s) and/or Officers of the Company, as the
Board may, in its absolute discretion, deem
necessary, appropriate, expedient or desirable to
give effect to the foregoing resolution or otherwise
considered by the Board of Directors to be in the
best interest of the Company.
M/s. S.R. Batliboi & Associates, Char ered
Accountants are appointed as Statutory Audit rs of
the Company, to hold office upto the conclusion
n of
the next Annual General Meeting and being eligible,
have confirmed their willingness to accept office, if
appointed.
By Order of the Board
for Bharti Teletech Limited
SPECIAL BUSINESS:
5.
To consider and if thought fit, to pass, with
or without modification(s), the following
resolution as an ORDINARY RESOLUTION
RESOLVED that Mr. Devendra Khanna, who was
appointed as an Additional Director of the Company
on January 27, 2009 by the Board of Directors jnder
Section 260 of the Companies Act, 1956, and who
holds office upto the date of this Annual General
Meeting, be and is hereby appointed as a Di ~ector
of the Company, liable to retire by rotation.
6.
Place
Dated
Vineet Bose
Company Secretary
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND ON A POLL, TO VOTE INSTEAD OF
HIMSELF/HERSELF. THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY. A BLANK FORM OF THE
PROXY IS ENCLOSED. PROXIES, IN ORDER TO BE
EFFECTIVE, MUST BE RECEIVED DULY COMPLETED
AT COMPANY'S REGISTERED OFFICE NOT LESS
To consider and if thought fit, to pass, with
or without modification(s), the following
resolution as an ORDINARY RESOLUTIOr
RESOLVED that Mr. Sarvjit Singh Dhillon, who was
appointed as an Additional Director of the Conpany
on January 27, 2009 by the Board of Directors nder
Section 260 of the Companies Act, 1956, an< who
New Delhi.
6th May, 2009
THAN FORTY EIGHT HOURS BEFORE THE
SCHEDULED TIME OF THE ANNUAL GENERAL
MEETING.
2.
Members/Proxies should bring duly filled Attendance
Slips sent herewith to attend the meeting.
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3.
The Explanatory Statement sets out the material
facts in respect of business under Item Nos. 5 to 7
of the Notice is annexed hereto.
4.
The Register of Directors' shareholding, maintained
under Section 307 of the Companies Act, 1956, will
be available for inspection by the members at the
AGM.
5.
Corporate members are requested to send a duly
Certified Copy of the Board Resolution / Power of
Attorney authorising their representative to attend
and vote at the AGM.
6.
The Register of Members and Share Transfer books
of the Company shall remain closed from
Wednesday, 22nd July, 2009 to Monday, 27th July,
2009 (both days inclusive). If the final dividend as
recommended by the Board of Directors is approved
at the Annual General Meeting, payment of such
dividend will be made on or after 28th July, 2009 as
under:
a)
b)
7.
To all beneficial owners in respect of shares
held in electronic form as per the data made
available by the National Securities Depository
Limited (NSDL) and the Central Depository
Services (India) Limited as of the close of
business hours on 21st July, 2009; and
To all members in respect of shares held in
physical form after giving effect to valid
transfers in respect of transfer requests lodged
with the Company on or before the close of
business hours on 21st July, 2009.
Pursuant to Sections 205A and 205C of the
Companies Act, 1956, the amount of dividend
remaining unpaid or unclaimed for a period of seven
years from the date of transfer to Unpaid Dividend
Account of the Company shall be transferred to the
Investor Education and Protection Fund (IEPF) set
up by the Government of India and no payments
shall be made in respect of any such claims by
the IEPF.
Accordingly, the Company will be transferring, in
September, 2009 all unclaimed/unpaid dividend in
respect of the financial year 2001-02.
Members who have not yet encashed their dividend
warrant(s) for the financial year ended 31-03-2002
onwards, are requested to make their claims to the
Company, without any delay.
8.
9.
Members having any questions on accounts are
requested to send them at least ten days in advance
to enable the Company to collect the relevant
information.
To facilitate shareholders of the Company to hold
their Shares in a Dematerialised form, the Company
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is registered with the Depositories namely, National
Securities Depository Ltd. (NSDL) and Central
Depository Services (India) Ltd. (CDSL) vide ISIN
No. INE367D01019.
10. The documents referred to in the accompanying
notice and explanatory statement are open for
inspection at the Registered Office of the Company
on all working days (Monday to Friday) between
11.00 a.m. and 1.00 p.m. upto the date of AGM and
will also be available for inspection at the meeting.
11. Members are requested to bring their copy of Annual
Report at the meeting.
MEMBERS MAY PLEASE NOTE THAT NO GIFTS/GIFT
COUPONS SHALL BE DISTRIBUTED AT THE VENUE OF
THE MEETING.
EXPLANATORY STATEMENT PURSUANT TO SECTION
173(2) OF THE COMPANIES ACT, 1956.
Item No. 5
Mr. Devendra Khanna was appointed as an Additional
Director of the Company pursuant to Article 68(i) of
Articles of Association of the Company read with Section
260 of the Companies Act, 1956 w.e.f. January 27, 2009,
Accordingly, he holds office upto the date of this Annual
General Meeting.
In view of Mr. Khanna's rich and varied experience in the
field of finance (telecom and retail), it is proposed that
he be appointed as Director of the Company, liable to
retire by rotation. Notice as required under Section 257
of the Companies Act, 1956, together with requisite
deposit has been received from a member proposing the
candidature of Mr. Devendra Khanna for the office of
Director of the Company.
The Board recommends the resolution as set out in Item
No. 5 of the Notice for approval by the members.
None of the Directors except Mr. Devendra Khanna himself,
is concerned or interested in the said Resolution.
Item No. 6
Mr. Sarvjit Singh Dhillon was appointed as an Additional
Director of the Company pursuant to Article 68(i) of
Articles of Association of the Company read with Section
260 of the Companies Act, 1956 w.e.f. January 27, 2009.
Accordingly, he holds office upto the date of this Annual
General Meeting.
In view of Mr. Dhillon's rich and varied experience in the
field of financial management in multinational and national
corporations, it is proposed that he be appointed as
Director of the Company, liable to retire by rotation. Notice
as required under Section 257 of the Companies Act,
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1956, together with requisite deposit has been received
from a member proposing the candidature of Mr. Sarvjit
Singh Dhillon for the office of Director of the Company.
The Board recommends the resolution as set out in (Item
No. 6 of the Notice for approval by the members.
None of the Directors except Mr. Sarvjit Singh D illon
himself, is concerned or interested in the said Resolution.
Item No. 7
Wholly Owned Subsidiary of the Company M/s. Bjetel
Teletech Limited has filed a Scheme of Arrangement with
Hon'ble Delhi High Court for merger with the Company.
Considering the brand value of the trade mark vbeetel'
among our customers as highlighted during our recent
surveys with our distributor, the Company intenc s to
change its name from Bharti Teletech Limited to 'Bpetel
Teletech Limited'.
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In terms of the applicable provisions of the Companies
Act, 1956 the shareholders' approval by way of Special
Resolution is required for change of name of the Company
and the alteration in the Memorandum and Articles of
Association of the Company.
A copy of revised Memorandum and Articles of Association
of the Company will be available for inspection at the
Registered Office of the Company during business hours.
The Board recommends the resolution as set out in Item
No. 7 of the Notice for approval by the members.
None of the Directors is concerned or interested in the
resolution.
By Order of the Board
for Bharti Teletech Limited
Place
Dated
New Delhi
6th May, 2009
Vineet Bose
Company Secretary
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Directors' Report
Your Directors have pleasure in presenting the Tenth Annual Report and the Audited Accounts of the Company for the
year ended 31st March 2009.
FINANCIAL HIGHLIGHTS
(Rs. in Mn.)
Particulars
Financials of the Company
: Current Year
Previous Year
10,658.44
15,561.96
Other Income
105.37
82.01
Profit before Financial Expenses, Depreciation & Tax
144.49
407.41
Financial Expenses
24.68
50.95
Depreciation/Amortisation
81.58
34.85
Gross Sales
5.07
-
Profit/(Loss) before Tax
33.16
321.61
Provision for Tax
19.31
128.80
Profit/(Loss) After tax
13.85
192.81
951.50
957.55
Proposed Dividend
7.61
7.61
Provision for Dividend Tax
1.29
1.29
Transfer to General Reserve
0.70
11.00
941.90
937.65
ESOP cost
Profit Available for Appropriation
APPROPRIATIONS
Profit carried forward
DIVIDEND
Your Directors are pleased to recommend dividend @
15% on the paid-up capital of the Company for the year
ended 31st March 2009. As per the applicable tax
provisions, the dividend will be tax free in the hands of
the Shareholders. The dividend together with dividend
tax would absorb the aggregate sum of Rs. 8.9 Million.
BUSINESS REVIEW
During 2008-09, the Company has achieved gross revenue
of Rs. 10,658,440 Thousands (Previous year
Rs. 15,561,960 Thousands).
During the year the Motorola mobile phone distribution
business became unviable, therefore your Company's
management decided to terminate this distribution
agreement with Motorola India Private Limited. However
we are happy to inform that the Company has made many
promising alliances, such as with Transcend, Apple,
Logitech, Samsung, Aastra, Huawei etc. Also, Blackberry
product portfolio has been extended to Bharat Sanchar
Nigam Limited (BSNL).
The Company will be leveraging its brand and distribution
strengths in the coming years to effectively exploit the
growth opportunities in the market place.
The Company has also received the Top Fixed Phone
Vendor Award at Voice and Data Awards 2008.
FUTURE PLANS
Our vision statement "Enabling Technology Reach Masses"
signifies our goal to create and leverage the distribution
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strength and scale across India so as to enab e the
principal partners who are manufactures of techrology,
communications, IT and entertainment products to reach
the large mass of Indian consumers.
During the year the Company has also launched ths new
beetel logo. In furtherance of its resolve to make the
brand "beetel" an aspirational symbol of India's middle
class, your Company is also rejuvenating the beetel (brand
with new look and feel.
In the coming months a number of new products! in all
categories such as Fixed Line, Basic Phones, Feature
Phones, Cordless Phones, Set Top Boxes, EDGE Cards
etc. are planned for launch to improve our leadership in
telecom customer premises equipment segment.
SUBSIDIARY COMPANY
As on March 31, 2009, the Company has one v holly
owned subsidiary viz. M/s. Beetel Teletech Limited, which
has filed a scheme of arrangement with the Hon'ble Delhi
High Court for amalgamation with the Company so as to
achieve better synergy in operations as a consolidated
entity.
DIRECTORS
Mr. Rajan Bharti Mittal, Director retires by rotatior and
being eligible, offers himself for reappointment ill the
forthcoming Annual General Meeting. He has also jiven
confirmation to the Company that he is not disqualif ed in
terms of section 274 of the Companies Act, 1956.
During the year Mr. Sunil Bharti Mittal and Mr. Pr^kash
Nene, Directors resigned from the Board of Directc rs of
the Company. The Board acknowledges its appreciation
of services rendered by them during their tenu e as
Directors of the Company.
Mr. Sarvjit Singh Dhillon and Mr. Devendra Khanna have
been co-opted as Additional Directors of the Germany
w.e.f. 27.1.2009, and hold office upto the date o the
forthcoming Annual General Meeting. In view of their rich
and varied experience your Board recommends heir
appointment as Directors of the Company.
The Company has received Notices alongwith requisite
deposit from a Member under Section 257 of the
Companies Act, 1956 proposing the candidature o Mr.
Sarvjit Singh Dhillon and Mr. Devendra Khanna as Dire<(±ors
of the Company.
AUDIT COMMITTEE
The Audit Committee of the Company consists of Mr.
Devendra Khanna, Mr. Akhil Gupta and Mr. Sarvjit Sngh
igh
Dhillon, Directors. The Audit Committee is chaired
Mr.
Devendra Khanna.
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The Committee acts as per the charter approved by the
Board.
HR, REMUNERATION AND ESOP COMMITTEE
The HR, Remuneration and ESOP Committee consists of
Mr. Inderjit Walia, Mr. Sarvjit Singh Dhillon and Mr. Rakesh
Bharti Mittal. The HR, Remuneration and ESOP Committee
is chaired by Mr. Inderjit Walia.
FIXED DEPOSITS
We have 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, retire at
the conclusion of the ensuing annual general meeting of
the Company and have confirmed their willingness and
eligibility for re-appointment and have also confirmed that
their re-appointment, if made, will be within the limits
under Section 224(1B) of the Companies Act, 1956.
AUDITORS'REPORT
The Auditors' observations are self-explanatory and are
suitably explained in the Notes to the Accounts.
As regards comments under para ix(a) of annexure to
the auditors' report regarding slight delay in few cases
in deposition of statutory dues, the Company is further
strengthening its process to ensure that even such slight/
minor delays do not occur in future.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Statements pursuant to Section 217(l)(e) of the
Companies Act, 1956, read with Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules,
1988, has been given in annexure-I to this report.
EMPLOYEE STOCK OPTION PLAN
With a view to align the interest of the Company's
Employees and Key Managerial Personnel with those of
its shareholders and to provide them with an opportunity
to share in the growth of the Company and to create
long term wealth in their hands and also to reward those
who have contributed in their growth path, the Company
has earmarked 500,000 equity shares under ESOP Scheme
2008 for its employees. Till date 387,870 options have
been granted.
PARTICULARS OF EMPLOYEES
The information as are required to be provided in terms
of Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975
have been set out in the annexure to the report.
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DIRECTORS' RESPONSIBILITY STATEMENT
iv)
Pursuant to Section 217(2AA) of the Companies Act, 1956,
the directors to the best of their knowledge and belief
confirm that :
ACKNOWLEDGEMENT
i)
in the preparation of the annual accounts, for the
year ended March 31, 2009, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures;
ii)
they have selected and applied consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as
at end of the financial 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;
•'".'•.
'..';•'
i • "
they have prepared the annual accounts on a going
concern basis.
Your Directors, on behalf of the Company and its
Management, express their gratitude for the co-operation
and support received from Bharti Group Companies and
all our Principal Partners, Customers, Shareholders,
Vendors, Channel Partners, Various Agencies/Department
of Government, Governments of Punjab & Goa, Bankers
and Financial Institutions.
The Directors also place on record their appreciation for
the true team spirit, valued contributions and efforts put
in by all the employees and their family members for
their support.
for and on behalf of the Board
Rakesh Bharti Mittal
Chairman and Managing Director
Place :New Delhi
Dated : 6th May, 2009
'•."''
.
Annexure to Directors' Report
• • " : ' • • Annexure-.I .
;
; Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.
(A)
CONSERVATION OF ENERGY
a)
Energy Conservation Measures Taken:
Your Company takes appropriate measures to reduce energy consumption by using energy efficient equipment,
computers and processes. As an ongoing process your Company continuously evaluates new technologies
and techniques to make infrastructure more energy efficient.
Continuous study is being made on measures to conserve energy. The results wherever found suitable are
implemented from time to time.
b)
Impact of the Measures for Reduction of Energy Consumption:
The implementation of the measures adopted for energy conservation has resulted in savings in energy /
fuel consumption/cost.
c)
Total Energy Consumption & Energy Consumption Per Unit of Production as per Form A of the
Rules in respect of Specified Industries:
Details as per Form A are not required since the Company is not covered under the list of Specified Industries.
(B)
TECHNOLOGY ABSORPTION
Detail of efforts made in Technology Absorption are given in "Form B" hereunder, as specified in the Annexure to
the aforesaid Rules.
Bbeet el
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