qvodafone · 1 of 4 birla centurion, 9th 10 12th floor, century mills compound, pandurang budhkar...

Qvodafone

19th September, 2018

National Stock Exchange of India Limited "Exchange Plaza", Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051

Dear Sirs,

SSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Sub: Intimation under Regulation 37(6) of SEBI (Listing Obligations and Disclosure Requirements), 2015- Scheme of Amalgamation

Ref: "Vodafone Idea Limited" (IDEA/ 532822)

Please refer to our earlier communication dated 17th September, 2018 intimating approval by the

Board of Directors of the Company to the Scheme of Amalgamation of Aditya Birla Telecom

Limited ("Transferor Company"), a wholly owned subsidiary of the Company, with the Company

("Transferee Company").

In connection with the above and pursuant to the applicable rules, regulations and guidelines

issued by the Securities and Exchange Board of India (SEBI) and SEBI (Listing Obligations and

Disclosure Requirements), Regulations, 2015, a copy of the Scheme and the resolution passed

at the Board meeting dated 17th September, 2018 is attached herewith for your reference.

The Company and the Transferor Company are in the process of filing applications for approval

of the Scheme before the National Company Law Tribunal, Ahmedabad Bench under Sections

230 - 232 of the Companies Act, 2013.

This is for your information and record.

Yours faithfully,

�

Limtted

Pankaj Kapdeo Company Secretary

Encl.: as above

Vodafone Idea Limited (formerly Idea Cellular Limited)

An Aditya Birla Group & Vodafone partnership

Birla Centurion, 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai -400 030. T: +91 95940 04000 J F: +91 22 2482 0095 J www.vodafoneidea.com Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar - 382 011, Gujarat. T: +91 79 6671 4000 IF: +91 79 2323 2251 I CIN: L32100GJ1996PLC030976

3.5. Effect of Non-Receipt of Approvals; Withdrawal

3.5.1. In the event of any of the said confirmations/sanctions and approvals not being obtained and/or the Scheme not being confirmed/sanctioned by the Tribunal, the Scheme shall become null and void and the Companies shall bear and pay its respective costs, charges and expenses for and/or in connection with the Scheme.

3.5.2. The Companies, acting through their respective Board of Directors, may mutually agree in writing to withdraw this Scheme from the Tribunal.

3.6. Costs and Expenses

All costs, duties, levies, charges and expenses payable by the Transferor Company and the Transferee Company in relation to or in connection with the Scheme and/or incidental to the completion of the Scheme shall be borne and paid by the Transferee Company.

3. 7. Residual Provisions

3.7.1. Upon the Scheme becoming effective, the Transferee Company shall be entitled to operate all bank accounts, realise all monies and complete and enforce all pending Contracts and transactions in the name of the Transferor Company to the extent necessary until the transfer of the rights and obligations of the Transferor Company to the Transferee Company under the Scheme is formally accepted and completed by the Companies concerned. For avoidance of doubt, it is hereby clarified that with effect from the Effective Date and until such time that the name of the bank accounts of the Transferor Company have been replaced with that of the Transferee Company, the Transferee Company shall be entitled to operate the bank accounts of the Transferor Company in the name of the Transferor Company in so far as may be necessary.

3.7.2. The Transferee Company may, at any time after the Scheme becoming effective in accordance with the provisions hereof, if so required under any Law or otherwise, enter into, or issue or execute deeds, writings, confirmations, novations, declarations, or other documents with, or in favour of, any party to any Contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed in order to give formal effect to the provisions of the Scheme. The Transferee Company shall be deemed to be authorised to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances required for the purposes specified above by the Transferor Company.

3. 7.3. Upon the Scheme becoming effective, all Licences, incentives, rem1ss1ons, Taxincentives, subsidies, privileges, consents, sanctions, and other authorisations, to which the Transferor Company is entitled, shall stand vested in the Transferee Company and permitted or continued by the order of sanction of the Tribunal. The Transferee Company shall file the Scheme with applicable Governmental Authorities for their record, who shall take it on record pursuant to the sanction order of the Tribunal.

16

Qvodafone

CERTIFIED TRUE EXTRACTS OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF VODAFONE IDEA LIMITED AT ITS MEETING HELD ON 17rH SEPTEMBER, 2018 AT MUMBAI

Scheme of Amalgamation of the Aditya Birla Telecom Limited (wholly owned subsidiary) with the Company

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (read with the applicable rules, orders, notifications and circulars issued thereunder [including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016)). the Securities & Contracts Regulation Act, 1956, the Securities & Exchange Board of India Act, 1992 and the regulations thereunder including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars and notifications issued by the Securities and Exchange Board of India and subject to approval of the members and/ or the Creditors of the Company, if required and so directed, and sanctions and orders being obtained from the National Company Law Tribunal, and subject to the provisions of the Memorandum and Articles of Association of the Company and receipt of all relevant approvals, permissions and sanctions, of the Government of India, Reserve Bank of India, the Securities and Exchange Board of India (SEBI), the Reserve Bank of India (RBI), the BSE Limited and the National Stock Exchange of India Limited (Stock Exchanges) and any other regulatory authorities, if required, and subject to such conditions or guidelines, if any, as may be prescribed, imposed, stipulated in this regard by such relevant authorities, from time to time, while granting such approvals, permissions and consents, which may be agreed to by the Board of Directors of the Company, the Scheme of Amalgamation of Aditya Birla Telecom Limited (a wholly owned subsidiary of the Company), with the Company ("the Scheme") as tabled before the meeting and duly initialed by the Company Secretary for the sake of identification be and is hereby approved.

RESOLVED FURTHER THAT Aditya Birla Telecom Limited (ABTL) being a wholly owned subsidiary, in terms of the Scheme, the Equity Shares held by the Company and its nominees in ABTL shall stand canceled upon the Scheme becoming effective.

RESOLVED FURTHER THAT the Board of Directors of the Company, adopts the Report of the Board of Directors of the Company prepared in terms of the requirements of Section 232 (2) (c) of the Companies Act 2013, the draft of which duly initialed by the Company Secretaryfor the purpose of identification, was placed before the Board.

RESOLVED FURTHER THAT any one Director of the Company be and is hereby authorised to sign for and on behalf of the Board, the said Report prepared in terms of the requirements of the Section 232 (2) (c) of the Companies Act 2013.



1 of 4

Birla Centurion, 9th 10 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai· 400 030. T: +91 95940 04000 IF: +91 22 2482 0095 I www.vodafoneidea.com

Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar• 382 011, Gujarat. T: +91 79 6671 4000 I F: +91 79 2323 2251 I CIN: L32100GJ1996PLC030976

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RESOLVED FURTHER THAT Mr. Balesh Sharma, Chief Executive Officer; Mr. Akshaya Moondra, Chief Financial Officer; Mr. Pankaj Kapdeo, Company Secretary of the Company be and are hereby severally authorized to modify, amend, finalise and settle the Scheme before submission to National Company Law Tribunal (NCL T) without any further reference to the Board.

RESOLVED FURTHER THAT Mr. Balesh Sharma, Chief Executive Officer; Mr. Akshaya Moondra, Chief Financial Officer; Mr. Pankaj Kapdeo, Company Secretary; or Mr. Vineet Choraria, Authorised Signatory; individually referred to as "Authorised Signatory" and collectively as "Authorised Signatories", be and are hereby severally authorized to do one or more of the following acts, deeds and things for and on behalf of the Company in relation to the proposed Scheme:

(i) sign and execute any application, affidavit, petition, undertakings or any otherdocuments or deeds or pleadings, as may be required to be filed for this purpose andto agree and to make such modification / alterations as may be required by anyregulatory, judicial or governmental authorities in connection with the Scheme;

(ii) finalize, sign, file, submit or present the Scheme and related applications,supplementary applications, documents, information, letters, replies in connection withthe proposed Scheme with such other regulatory or statutory or governmental authority,as may be required in terms of the applicable laws, regulations and the listingagreement(s) for obtaining approval to the Scheme;

(iii) finalize, sign, file, submit or present the Scheme and related applications, petitions,supplementary applications/ petitions, summons, deeds, documents, instruments,rejoinders, replies and to swear affidavits or execute bonds for the proposedconsolidation, appear (in person or through a representative) before the Hon'ble NCL Tor at the office of the Registrar of Companies, the Regional Director, the OfficialLiquidator, Ministry of Corporate Affairs, or before any other authority or person inconnection with the proposed merger and to do any other act, deed or thing which maybe ancillary or incidental to the proposed merger or which may otherwise be requiredfor giving effect to any of the provisions contained in the Scheme;

(iv) make, prepare, review, amend, execute, swear, declare and register all declarations,affidavits, applications, filings, letters, undertakings, papers and writings, etc., as maybe required, necessary or expedient under the provisions of various applicable acts,rules, regulations or notifications of the Central and/or State Government(s) and/or anyother authorities or regulatory body, including but not limited to any Court of Law, theReserve Bank of India, the Securities and Exchange Board of India, Stock Exchanges,Municipal authorities, Registrar of Companies, Sub-Registrar of Assurances, and suchother applicable authorities or agencies, etc., and to represent the Company in allcorrespondences, matters and proceedings before them of any nature whatsoever inrelation to the above;



2 of 4

Birla Centurion, 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 030. T: +91 95940 04000 IF: +91 22 2482 0095 J www.vodafoneidea.com

Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar- 382 011, Gujarat. T: +91 79 6671 4000 IF: +91 79 2323 2251 I CIN: L32100GJ1996PLC030976

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(v) suitably inform, apply and/ or represent to the Central and/or State Government(s) and/or local authorities, and all other applicable authorities, agencies, regulatory bodies etc.,if applicable and required, and/or to represent the Company before the said authoritiesor agencies or bodies and to sign and submit such applications, letters, forms, returns,memoranda, undertakings, declarations, deeds or documents and to take all requirednecessary steps and actions from time to time in the above connection, includingregistration of documents with the concerned Sub-Registrar of Assurances;

(vi) seek directions from the respective Hon'ble NCL T, Bench at Ahmedabad for conveningor dispensing with meetings of the shareholders and/or creditors for approving theScheme and to sign and file applications, undertakings and other documents as maybe necessary in this regard;

(vii) finalise, issue and publish the notices for convening the meetings of the shareholdersand/or creditors together with the explanatory statement thereto in terms of thedirections of the Hon'ble NCLT, if required, and assent to such alterations, conditionsand modifications, if any, in the notices and explanatory statement as may be prescribedor imposed by the Hon'ble NCL Tor effect any other modification or amendment as theymay consider necessary or desirable to give effect to the Scheme;

(viii) take all steps as may be required, including without limitation for obtaining approvalsand / or consents of the shareholders, creditors, banks, financial institutions, all relevantregulatory, governmental and judicial authorities and all relevant third parties, as maybe required from time to time in that behalf;

(ix) consider, approve, sign and execute all other documents, advertisements,announcements, disclosures, etc. which may be sent/required to be sent to theconcerned authorities or shareholders or creditors / published on behalf of theCompany;

(x) sign, declare and file on behalf of the Company all necessary applications, deeds,documents including, but not limited to, authorization, vakalatnamas, affidavits,pleadings, reports and issue public advertisements and notices and to do all actsincidental and necessary for the above purposes;

(xi) Give such directions as they may consider necessary to settle any question or resolveany difficulty or matter arising under the Scheme or in regard to the meaning orinterpretation of the Scheme or the implementation thereof and / or to review the positionrelating to the satisfaction of various conditions as stipulated in the said Scheme and ifnecessary, subject to consent of the Board of the Company, to waive any of thoseconditions (to the extent permissible under the law);


An Aditya Birla Group &Vodafone partnership

3 of 4

Birla Centurion. 9th to 12th Floor, Century Mills Compound. Pan du rang Budhkar Marg, Worli, Mumbai• 400 030. T: +91 95940 04000 IF: +91 22 2482 0095 I www.vodafoneidea.com Registered Office: Suman Tower. Plot no. 18, Sector 11, Gandhinagar- 382 011. Gujarat. T: +91 79 6671 4000 IF: +91 79 2323 2251 I CIN: L32100GJ1996PLC030976

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(xii) appoint solicitors, advocates, attorneys, company secretaries, advisors, valuers,auditors, accountants, registrars or such other persons or agencies, as may be requiredin relation to or in connection with the Scheme, on such terms and conditions includingas regards their fees or remuneration as they may deem fit and issue letters ofappointment or vakalatnamas or authority letters in this regard;

(xiii) incur such other expenses as may be necessary and if required, with regard to theabove transaction, including payment of fees to solicitors, merchant bankers, advisors,valuers, registrars and other agencies and such other expenses that may be incidentalto the above, as may be decided by them;

(xiv) appoint one or more attorney(s)/ representatives and delegate to them any or all of thepowers or functions entrusted to them under this resolution, as well as to revoke,remove such persons and to appoint any other person(s) from time to time to act ontheir behalf; and

(xv) do all such other acts, matters, deeds and things necessary, incidental or desirable inconnection with or incidental to giving effect to the purpose of the above resolution orto otherwise give effect to the Scheme;

RESOLVED FURTHER THAT the Common Seal of the Company be affixed on such application(s), agreements, deeds and documents, if required, in the presence of any Director of the Company who shall sign the same in same in token thereof in the presence of Mr. Balesh Sharma, Chief Executive Officer; Mr. Akshaya Moondra, Chief Financial Officer; Mr. Pankaj Kapdeo, Company Secretary, who shall countersign the same in token thereof.

RESOLVED FURTHER THAT a certified true copy of the resolution duly signed by Mr. Akshaya Moondra, Chief Financial Officer or Mr. Pankaj Kapdeo, Company Secretary be forwarded to all concerned."

Certified True Copy

For Vodafone Idea Limited

Pankaj Kapdeo Company Secretary ACS-9303

Vodafone Idea limited (formerly Idea Cellular Limited)


4 of 4

Birla Centurion, 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 030. T: +9 l 95940 04000 IF: +91 22 2482 0095 I www.vodafoneidea.com Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar- 382 011, Gujarat. T: +91 79 6671 4000 IF: +91 79 2323 2251 I CIN: L32100GJ1996PLC030976

qvodafone · 1 of 4 birla centurion, 9th 10 12th floor, century mills compound, pandurang budhkar...

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