IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH

CP No. 4O7 OF 2OL7

In the matter of Section 66 of the

Companies Act, 2013
And
In the matter of reduction of capital of
Vodafone India Limited

Vodafone India Limited, a public )

limited company, incorporated )
under the provisions of the )
Companies Act, 1956 and having its )
registered office at peninsula )
Corporate Park, Ganpatrao Kadam )
Marg, Lower Parel, Mumbai 400013, )
India )
CIN : U32200MH 1992P1C1 19108 ) .. Petitioner Company

Coram:
Hon'ble Shri. B S V Prakash Kumar, Member (Judicial)
Hon'ble Shri. Ravikumar Duraisamy, Member (Technical)

Order delivered on 17th May, 2018

For the Petitioner : Senior Counsel Janak Dwarkadas, Ms. Fereshte

D. Sethna, Ms. Shreema Doshi, Mr. Mrunal
Parekh, Mr. Sagar Sarin, Mr. Lokesh Aidasani, Ms.
Divya Hirawat and Mr. Antrip Bhattacharjee
instructed by DMD Advocates, for the petitioner
Company.

For the Regional Director : Mr. Ramakantha, Joint Director

Mr. Rakesh Tiwari, Joint Director
For the Registrar of Companies: Mr. Neelambhuj, CP ROC

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 cP No. 4O7 /66/2017

Per: Ravikumar Duraisamy, Member (Technical)

Order confirminq Reduction of Share Caoital and Aoorovino

Minute

1. Heard the Learned Counsels for the petitioner.

2 No objector has come before the Tribunal to oppose the peUtion,

or to controvert the averments made in the petition.

3 Counsel for the Petitioner submits that no objection(s) have been

received from any of the creditors of the petitioner within the three-
month notice period prescribed in law, and therefore it may be
presumed that there is no objection to the reduction of share
capital.

4 Counsel for the Petitioner submits that the Central Government,

through the Office of the Regional Director has filed a report dated
L7 )anuary 2018, wherein observations are set forth in paragraph
7(a) to (f). These observations made by the Regional Director, in
paragraph 7, are reproduced hereunder:

(a)Applicant to submit an Affidavit to the effect that the interest of the

creditors, all stakeholders and Government Revenue are protected
as well as statutory dues are paid off.
(b)Applicant has to undertake to serve notice to RBI as some
shareholders are foreign entities. There is a petition/ apptication
filed before the Hon'ble NCLT for shareholders company's namely
M/s. Telecom Investments India Private Limited, M/s. Jaykay
Finholding (India) Private Limited are merging with another
shareholder company i.e. M/s. Omega Telecom Holdings Private
Limited.
(c)That the Applicant Company in clause 11(iv) mentioned that under
the terms of the implementation Agreement, the petitioner's

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shareholding in Indus is outside the purview of the proposed

merger, and the petitioner has retained the entitlement to dispose
of its equity interest in Indus, in such manner as it deem fit.
In this regard, petitioner has to undertake to clarify the same.
(d)The tax implication if any arising out of the proposal for reduction
is subject to final decision of Income Tax Authorities. The approval
of the Company Petition by this Hon'ble Court may not deter the
Income Tax Authority to scrutinize the tax return filed by the
Company after giving effect to the proposed reduction. The decision
of the Income Tax Authority is binding on the petitioner Company.
(e)Petitioner in clause 10 has inter alia mentioned that the ROC,
Mumbai after conducting inspection has issued show cause notice
to the petitioner and to its relevant directors/officers. None of the
alleged violations set forth in the show cause notice have the
potentially to adversely impact the situation of this petition.
(f) ROC also observed that Proof of publication and copy of newspaper
advertisement is not submitted."

5 Regarding paragraph 7(a) of the Report, the petitioner has filed an

Affidavit dated 15th February 2018 relating to the interest of the
creditors, stakeholders and Government Revenue being protected,
including statutory liabilities, in manner required in law.
Accordingly, the observation in paragraph 7(a) of the Report has
been duly complied with by the Petitioner.

6 Regarding paragraph 7(b) of the Report, the Petitioner's Affidavit

dated 15th February 2018 inter a/ra encompasses an undertaking
to observe and abide by applicable provisions of law, in accordance
with law. There is no requirement for the Petitioner to issue a fresh
notice to the Reserve Bank of India of the present petition, since
the Petitioner has duly notified both the Reserve Bank of India and
the Department of Industrial Policy and Promotion relevant
particulars of the proposed distribution of securities to the
shareholders of the Petitioner, as set forth in paragraph B of the
Petitioner's Affidavit dated 15 February 2018. Accordingly, the
observation in paragraph 7(b) of the Report has been duly
complied with by the Petitioner.

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 CP No. 407 /66/2OL7

7 Regarding paragraph 7(c) ot the Report, the Petitioner 's Affidavit

dated 15th February 2Ol8 inter a/la sets forth that the Petitioner's
shareholding in Indus Towers Limited ("Indus") is amongst the
disposals contemplated in Schedule 2 Part A to the Composite
Scheme ofAmalgamation and Arrangement among Vodafone
Mobile Services Limited (Transferor Company 1) and Vodafone
India Limited (Transferor Company 2) and Idea Cellular Limited
(Transferee Company) and their respective shareholders and
creditors, which has been duly approved and sanctioned by this
Hon'ble Tribunal's order dated 21 December 2Ol7 passed in
Company Scheme Petition No.1012 of
2OL7 connected with
Company Scheme Application No.829 of 2Ol7 filed by Vodafone
Mobile Services Limited and Vodafone India Limited, and the
Hon'ble National Company Law Tribunal, Ahmedabad Bench, vide
Order dated 11 January 2018 in Company petition (CAA)
No.122lNCLT/AHM/2017 connected with Company Apptication
(CAA) No.91/NCLT/AHM/2017 filed by Idea Ceilutar Limited.
Accordingly, the observation in paragraph 7(c) of the Report has
been duly complied with by the Petitioner.

B Regarding paragraph 7(d) of the Report, with regard to the tax

implications (if any) arising out of the proposal for reduction, the
Petitioner undertakes to comply with all applicable provisions of the
Income Tax Act, 1961, subject to final orders in regard to appeals,
if any, that may be preferred therein. Orders on the petition, by
this Hon'ble Tribunal, will not limit the powers of the Income Tax
Authority to scrutinize tax returns filed by the Petitioner, as per
applicable law. Accordingly, the observation in paragraph 7(d) of
the Report has been duly complied with by the Petitioner.

9 Regarding paragraph 7(e) of the Report, the Petitioner states that

none of the alleged violations set forth in the show cause notice
have the potential to adversely impact the present petition.
Accordingly, the observation in paragraph 7(e) of the Report has
been duly addressed by the Petitioner.

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10. Regarding paragraph 7(f) ot the Report, the Petitioner filed an

Affidavit of Service dated 30 October 2017 before this Hon'ble
Tribunal (on 30 October 2OL7), along with copies of the public
notices published in Indian Express (English Daily, editions of
Mumbai, Delhi, Pune, Nagpur, Ahmedabad, Lucknow, Baroda,
Chandigarh, Kolkata) and Navshakti (Marathi daily, in Mumbai), in
due compliance of this Hon'ble Tribunal's order dated 12 October
2017, which has been duly taken on file by the Registry of this
Tribunal. Accordingly, the observation in paragraph 7(f) of the
Report has been duly complied with by the petitioner.

11. The counsel for the Petitioner submits that Article 14 of the Articles
of Association of the Petitioner permits the petitioner to reduce its
capital in manner permitted by law. Article 14 of the Articles of
Association of the Petitioner, is reproduced hereunder:
"Reduction of Share Capital
14. Subject to the provisions of the Act, the Company may, at a
General Meeting, from time to time, by special resolution, reduce
in any manner for the time being authorised by law, its share
capital, any capital redemption reserve account and any securities
premium account."

12. The Counsel for the Petitioner submits that the petition is filed
under Section 66 of the Companies Act, 2013, for confirmation of
a special resolution, passed at the Petitioner's Extraordinary
General Meeting held on 14 September 2017, for alteration of its
Memorandum of Association, by reducing its issued, subscribed and
paid-up equity share capital from Rs.28,132,958,230 (Rupees
Twenty Eight Billion One Hundred Thirty Two Million Nine Hundred
Fifty Eight Thousand Two Hundred Thirty) divided into
2,813,295,823 (Two Billlon Eight Hundred Thirteen Million Two
Hundred Ninety Five Thousand Eight Hundred Twenty Three) equity
shares of Rs.10 (Rupees Ten) each to Rs.15,011 ,746,520 (Rupees
Fifteen Billion Eleven Million Seven Hundred Forty Six Thousand
Flve Hundred Twenty) divided into 1,501,174,652 (One Billion Five
Hundred One Million One Hundred Seventy Four Thousand Six
Hundred Fifty Two) equity shares of Rs.10 (Rupees Ten) each, to

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be effected by cancelling an aggregate of 1,3I2,L21,171 (One

Billion Three Hundred Twelve Million One Hundred Twenty One
Thousand One Hundred Seventy One) equity shares of Rs.10
(Rupees Ten) each of the Petitioner, allocated among the
shareholders pro rata to their shareholding in the Petitioner, and
distributing in consideration therefor, an aggregate of 500,504
(Five Hundred Thousand Five Hundred Four) equity shares of Re.1
(Rupee One) each held, directly or beneficially, by the Petitioner in
Indus, comprising42o/o of the issued, subscribed and paid-up share
capital of Indus, to the shareholders of the Petitioner pro rata to
their shareholding in the Petitioner, as set out herein below:
Sr Shareholder of Number of Numb€t of ot Indus Shares: pro
the Petitioner Shares of the shares of the share- rata distribution
Petitioner on Petitioner holding in
the date of post- Petitioner
filing the proposed
scheme capital
Petition(s) reduction
1 Al-Amin 154,542,7 53 82,547,3O1 5.494721 27 ,501
Investments Ltd
2 Asian 186,562,701 99,569,067 6.63L464 33,191
Telecommunicatio
n Investments
(Mauritius) Ltd.
3 CCII (Mauritius) 44,917,370 45,29L,3tl 3.01843 15,107
Inc.
4 Eu ro Pacific 758,986,306 404,97 6,0r4 26.97455 135,028
Securities Ltd.
5 Vodafone 309,165,696 L64,963,579 10.98945 55,003
Telecommunicatio
ns (lndia) Ltd.
6 lYobilvest 318,870,690 170,207,361 71.33442 56,729

7 Prime l'4etals Ltd 415,986,399 22t,923,674 14.78644 7 4,OO7

B Trans Crystal Ltd. 278,020,44L 148,383,269 9.882389 49,462

9 Omega Telecom 63,449,77 4 3 3,835,836 2.256776 11,295

Holdings Private
Limited*
10. Telecom L60,97 5,557 85,922,226 5.7 21956 28,639
Investments India
Private Limited*
11. Jaykay Finholding 6,367 ,67 t o.226342 1,133
(lndia) Private
Limited*
12 Usha Martin 7 5,370,065 40,205,214 2.679066 13,409
Telematics
Limited
TOTAL: 2,At3,29s,423 tt5o1,L74,652 ,. oo 5OO,5O4

*By virtue of orders due to be made in Company Scheme Petition

No.1074 of 2Ol7 connected with Company Scheme Application
No.292 of 20J7 relating to the amalgamation of Omega Telecom
Holdings Private Limited, Telecom Investments India Private

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 CP No . 4O7 / 66/20L7

Limited and Jaykay Finholding (India) Private Limited, pro rata

distribution of shareholding in Indus will occur, accordingly.

13. Counsel for the Petitioner further states that the Petitioner has
complied with all requirements as per the directions of the NCLT
passed vide Order dated 12 October 20L7, and have filed the
necessary Affidavit proving compliance, into the records of the
NCLT on 30 October 2017. The Petitioner, through Counsel,
undertakes to comply with statutory requirements required under
the Companies Act,2Ot3, and the applicable rules made
thereunder. The undertaking is accepted.

14. Counsel for the Petitioner also states that with respect to every
creditor, consent to the reduction has been obtained, or debt has
been discharged, determined or secured.

15. Counsel for the Petitioner submits that a preferential allotment in

Idea Cellular Limited occurred on 12 February 2018. Accordingly,
by virtue of such preferential allotment, the foreign shareholding
in Idea Cellular Limited exceeded 50%. As a corollary, the
direct/indirect foreign investment in Indus exceeded the sectoral
cap of 49o/o permitted for foreign investment under automatic route
for the telecom sector, pursuant to which Omega Telecom Holdings
Private Limited (for and on behalf of the shareholders of the
Petitioner) filed an application for FDI approval dated 18 February
2018 with the Department of Industrial Policy and Promotion and
the Department of Telecommunications (proposal No.4710). FDI
approval has been granted by the Department of
Telecommunications (the competent authority) on 9 May 2018 in
the matter of the proposed distribution of 500,504 equity shares
held directly or beneficially by the Petitioner in Indus to the
Petitioner's shareholders, premised on the total foreign investment
in Indus being upto 58o/o. The Petitioner has filed a copy of the FDI
approval dated 9 May 2018 with the NCLT, and served a copy on
the Office of the Regional Director and the Registrar of Companies,
on 9 May 2018. The Petitioner, through Counsel, undertakes to
comply with the conditions and stipulations set forth in the FDI

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approval dated 9 May 2018. The Petitioner's undertaking is

accepted, accordingly.

16 Since the requisite statutory procedure has been complied with by

the Petitioner, the Company Petition is made absolute in terms of
the prayer clauses (l) & (ii) of the Petition.

t7. The Form of l4inute set forth hereunder, is hereby approved.

Form of Minute
"The issued and paid-up equity share capital of Vodafone India
Limited (the "Company"), is henceforth reduced from
Rs.28,132,958,230 (Rupees Twenty Eight Billion One Hundred
Thirty Two Million Nine Hundred Fifty Eight Thousand Two Hundred
Thirty) divided into 2,873,295,823 (Two Billion Eight Hundred
Thirteen Million Two Hundred Ninety Five Thousand Eight Hundred
Twenty Three) equity shares of
Rs.10 (Rupees Ten) each to
Rs.75,077,746,520 (Rupees Fifteen Billion Eleven Million Seven
Hundred Forty Six Thousand Five Hundred Twenty) divided into
7,507,774,652 (One Billion Five Hundred One Million One Hundred
Seventy Four Thousand Six Hundred Fitty Two) equity shares of
Rs.10 (Rupees Ten) each, to be effected by cancelling an aggregate
of 7,372,727,171 (One Billion Three Hundred Twelve Million One
Hundred Twenty One Thousand One Hundred Seventy One) equity
shares of Rs.10 (Rupees Ten) each of the Company, allocated
among the shareholders pro rata to their shareholding in the
Company, and distributing in consideration therefor, an aggregate
of 500,504 (Five Hundred Thousand Five Hundred Four) equity
shares of Re.1 (Rupee One) each held, directly or beneficially, by
the Company in Indus Towers Limited to the shareholders of the
Company pro rata to their shareholding in the Company."

18. The Petitioner Company is directed to register/file/lodge a certified

copy of this order along with the Form of Minute with the concerned
Registrar of Companies, both in physical form and electronically,
along with E-Form INC-28, in manner prescribed by the relevant
provisions of the Companies Act, 2013, and relevant rules made

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thereunder within 30 (thirty) days of receipt of this Order. This

order shall take effect forthwith upon filing of this order in physical
form, with the Office of the Registrar of Companies, Mumbai. The
Registrar of Companies shall, within thirty days of delivery of the
certified copy of the order of the Tribunal, and of the Form of
Minute, issue a certificate to that effect to the Petitioner.

19. The Petitioner is directed to cause publication of notice regarding

registration of order and Minutes of reduction by the concerned
Registrar of Companies, Mumbai, in two newspapers, viz.,
'Economics Times' (all editions) in English language, and
translation thereof in 'Maharashtra Times' in Marathi language,
within fourteen days of registration. Notice, in the form published,
shall also be uploaded on the website of the petitioner.

20. All authorities to act on a copy of the order along with the Scheme,
duly authenticated by the Deputy Director, NCLT.

5dt- 5d/-
RAVIKUMAR DURAISAMY B.S . V. PRAKASH KUMAR
MEMBER (TCHNTCAL) MEMBER (JUDICIAL)