Bharti Airtel : Certified True of Scheme of Bharti Airtel Limited with Augere.

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SCHEME OF AMALGA MATION

UNDE R SECTION 391 TO 394 OF TH!c COMPA NI ES ACT, 1956

AMONG

AUG ERE WIR ELESS BROADBAN n INDIA

!'RIVATE LIMITED

TRANSFEROR COM PANY

BHARTI AIRTEL LIIVIITJ,:D TRANSFERE E COM PANY

AND

THF:IR RESPECTI VE SHAREHOLDERS

PA RT-I OVlcRVIEW AN D OB,JECTS OF THIS sc:im M ti:

1. . 1 Overvic'w

   
   

2. . ! 'f'his Scheme seeks to amalgamate and conso!idatc t he busi ness of Bha rt i Ai rtel [ ,im itcd ("BAL" or "Trn nsfcrcc Compa ny'') wi th that of Augcrc Wireless Broad band Ind ia Pr ivate Limited ("Trn usforor Com pany") wh ich is a 1,,vholly owned subsid iary of BA L.

   The board or d irectors of each of t he Trn nsfcror Company and the Transferee Company

   (together rc fr:rrcd to as the ..Amalgmnn ling Companies") ha ve resol ved that the

   ama lgamation of the Transferor Company with the Trans!crcc Company ,votdd be in t he i nterests of a l l the stakeholders of t he Amalgamati ng Companies, as i t would rcsu!t in

   incn:ast.:d opcrnliu md cffii.:iencics, bri ng economics or scale and result i n syncrgct ic

   i ntegration or busi nesses presen t l y being t:arried on by lht: Ama lgamat ing Companies.

   1. l .2 This Scheme will resu l t in consolida t ion of t he busi ness n r provi sion and nrnrket ing or services and prod ucts i n one entity and would strengthen the position of the merged ent i ty i.e., the Transferee Company, by enabling it to harness and opti mise the synergies or the Transferor Company. Accord ingl y, it would be in the best interests of t he Amalgamati ng Companies and their respecti ve shareholders. The pro posed amalgamation is in !inc with the global trend to achieve size, scale, integration and greater financial strength and 11exibility, i n lhc interests of max i misi ng shareholder val ue. The merged entity i.e., the Transferee Company is likely to achieve higher long term rinancial retu rns than could be adi it:vt:d by l ht: Trans krnr Company and the Tra nsl"erec Company i nd ividuall y.

   
   

   l . [ .3 The A ma!ganu.tling Compa nies bd icvc tha l the financial, manageria l and technica l resources, person nel, capa hi l i tics, sk i l l s, expert ise and technologies or t he Tra nsferor

   Company pooled in the merged entity, will lead lo i ncreased competiti ve strength, cost reduct ion and ef!iciencies, product i vity gains and logist ic advantages, thereby signi ficantly contribut ing to future growth.

   
   

   l .1 .4 The ama lgamat ion or t he operat ions o f t he Transferor Com pan y i n to the Transfe ree Com pany wi l l assi st the Transferor Com pn ny and i ts ma nagemen t i n meeti ng the fund ing n::qu i rc1m:nls throug h a com mon fund i ng mechanism . This wi l l resul t i n

   effective mana gement and ut il isa t i on or funds fo r capi tal expend itu re and wor k ing

   capi tal. The efficiencies generated t h rough cash ma nagement o f t he merged ent i ty and access to cash flow generated by t he combi ned busi ness can be de ployed more e ffici ent ly to fund organic and i norga nic grow t h opport u ni t ies and to maxi m i se shareho lder val ue.

   
   

3. This Scheme is segregated into the followi ng four (4) parts:

   
   

4. Part-! sets forth the overview and objects of this Scheme;




1. ) Part-II sets forth the capital structure of the Transferor Company and the Transferee Company;

   
   

   
   

2. ) Part-II! deals with the amalgamation of the Transferor Company into and with the Transferee Company i n accordance with Sections 391 to 394 of the 1 956 Act and deals with the change in share capital, considerat ion and account ing treat ment i n the books of the Transferee Company; and

   
   

3. Part-I V deals with the general terms and conditions appl icable and sets !o' rth certain add i t iona l arrangements that form a part of this Scheme.




1. Hricf overview of the Amalgamating Companies

   
   

5. 1 Augerc Wi11:k.ss Broadband Ind ia Pri vate Li mi ted

   
   

6. The Transferor Company is an unlisted pri vate com pany incorporated under the 1956 Act and has i ts registered office at A-201 , RG City Centre, Dcsh Bandh u Gupta Road, Paharganj, New Del hi 1 10055.

   
   

7. The objects of the Transferor Company as provided 111 i ts Memorand um of Association arc, ;n1er aha, to:

   
   

8. carry on in India, or elsewhere whether directly or through subsid iaries, joi nt ventures, partnershi p or otherwise the busi ness of operat ing, supplying, managing, dealing, or usi ng communication, telecom munication service, telecommunication system and/or system of all kinds for the conveyance, transmittal, reception, broadcast, comm unication, storage, retrieva l and processi ng by any means of data, sounds, visual images and signals of a!! kinds and to act as contractors, sub-contractors, franchisors, distributors, wholesalers, dealers, agent, buyer, seller, importer, exporters of all or any of the prod ucts or services referred above;

   
   

9. carry on in India and/or elsewhere the busi ness in the fields of providi ng broadband wireless services, internet services, telecommunication; and to provide services related to e-commerce, m-commerce, electronic data interchange, networki ng, pre-paid services, high end voice, data and image transfer solutions, web TV, on l ine shopping, creat ion of web sites and web based sol utions, com mon gateway interfoce (CG! interface) , file transfer protocol (FTP) access, Usenet and Telnet, internet relay chat, doma i n name registrat ion and routi ng, computer storage space solutions and to develop, design, conceptuali,-,,e, improve, produce, reprod uce, market, patent, distribute, buy, sell, license, provide, import, export, implement, operate, support and mai ntai n information, technology and communicat ion based products and services and image transfer i n any form incl ud ing digita l packet, storage med ia, publishi ng mul timed ia;

   
   

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10. acquire, develop, install, mai ntai n and run al l ty pes of infrastructure and services in relation to broadband wireless and also to ma nufactu re, prod uce,

    '.;-fi- quire, import, export .and deal in any mann r in .any product or service to broadband Wll'clCSS and related 111Uit1111C(ha;

    fI

11. partici pate and take up any tu rnkey projects or a Government departmen t

    and/or any ind ustria l organizat ions relat ing to provid ing or broadband wireless services and to apply and accept any tender on such bchal 1; and

12. prov ide services or consul tancy and trai ni ng, designi ng, cod ing and integra t ing systems !o' r i n tranet and internet solu tions and to sci! and buy bandwidt h and to provide i n frast ructu re services i n t he field of telecom munications, broad band wireless services, provide national and internat ional local long distance voice data and video services and to become a service provider or operator under any or all classes as may be permi tted by the U-overnmcnt of Ind ia.




1. ,B har_t i / i_rtc[ l ,i mi tcd

   
   

2. The Trn nsf'crcc Cnrn pn ny i s n l i sted pu bl i c com pany incorporated u nder the 1956 Act and has i ts registered office at Bha rti Crescent, I Nelson Mandela Marg, Vasant Ku nj, New Del hi - 1 1 0070.




( i i) The origi nal name of the Tran:-; fcree Company was Bharti TcleVcntu res Limited and i t was incorporated on 7 July 1995 with the Registrar of Companies, N.C.T. or Del hi & 1- [aryana u nder Company Registration No. 55-70609 of 1995-96. 'f'he name of the Tra ns[Crcc Company was changed to Bharti Airtel Lim i ted on 24 April 2006.




1. ) The Translcrec Company is l isted on the BSE Limited ("BSE'') and the National Stock Exchange of Ind ia Limited ("NSE'').

   
   

2. v) The objects of t he Tra ns!cree Company as prov ided 111 i ls Memorand um or Association arc, inter u!ia, to:

   
   

3. promote and establish com panies, funds, associations or partnershi ps for providi ng teleeom networks and/or to run and mai ntai n tdccom services like basic/fixed line services, cellular/mobi le services, pagi ng, viclcotcxt, voice mai l and data systems, pr ivate switching network services, transmission network of all ty pes, computer networks i .e., local area network, wide area network, electronic mail, intelligent network, mul timedia comm unication systems or the com binations thereof' and for execution or undertak ings, works, projects or enterpr ises i n the ind ustry whet her of a private or public character or any joi nt ven ture with any government or other authority in I nd ia or elsewhere and to acquire and dispose of shares/securities in such companies and funds and interest i n such associations or partnerships;

   
   

4. provide tclccom networks and to run and mai ntai n te!ccom services like basic/fi xed !inc services, cel u!ar/mobi c services, pagi ng, video-text, voice mai l and data systems, pri vate switchi ng network services, transmission networks of all types, computer networks like !oca! area network, wide area network, electronic mail, intelligent network, multi-media communication systems or the combinations thereof;