NOTICE IS HEREBY GIVEN THAT EXTRAORDINARY GENERAL MEETING (EGM) OF THE MEMBERS OF VODAFONE INDIA LIMITED WILL BE HELD ON MONDAY, 20 JUNE 2016 AT 01.00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT PENINSULA CORPORATE PARK, GANPATRAO KADAM MARG, LOWER PAREL, MUMBAI 400013, INDIA, TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS: 1. To consider and if thought fit, pass with or without modifications, the following resolution as Special Resolution: RESOLVED THAT pursuant to Section 4 and Section 13 and all other applicable provisions of the Companies Act, 2013 read with the applicable rules made thereunder, as amended, to the extent notified and effective, and subject to the necessary approval(s), if any, from the competent authorities, following amendments to the Memorandum of Association of the Company be and are hereby approved; I. the words at the beginning of the Memorandum of Association and before Clause I (THE COMPANIES ACT, 1956) be and are hereby substituted with the words (THE COMPANIES ACT, 2013 AND THE COMPANIES ACT, 1956, TO THE EXTENT IN FORCE) II. the title to Part (B) of Clause III of the Memorandum of Association of the Company i.e. The objects incidental or ancillary to the attainment of the main objects are:- be and is hereby altered by replacing the existing title with the following new title: (B) Matters which are necessary for furtherance of the objects specified in Clause III (A) are: III. in Clause 15 (to be renumbered as Clause 8) of Part (B) of Clause III of Memorandum of Association the words and phrase..and the rules thereunder and/ or Chapter XV of the Companies Act, 2013, whichever applicable, shall be inserted after the words subject to Section 391 to 394 of the Companies Act, 1956 and before the words to amalgamate with any other such company, having objects altogether or in part similar to those of the Company. IV. in Clause 21 of Part (B) (to be renumbered as Clause 14) of Clause III of Memorandum of Association, the words and phrase Subject to Sections 58A and 292 of the Companies Act, 1956 and the Regulations made therein shall be deleted and substituted with the words and phrase Subject to Chapter V and Section 179 of the Companies Act, 2013 and the Rules made thereunder, if any. V. the title of Part (C) of Clause III of the Memorandum of Association of the Company i.e. (C) Other Objects, be deleted and the clauses starting from Clause 8 to Clause 57 of Part (B) of the existing Memorandum of Association be and are hereby renumbered to Clause 1 to Clause 50. VI. Clause IV of the Memorandum of Association of the Company be and is hereby altered by replacing the existing Clause IV with the following new Clause IV: Page 1 of 8
IV. The liability of the members is limited to the extent of amount unpaid, if any, on the shares held by the members. RESOLVED FURTHER THAT the Directors of the Company, Chief Financial Officer and Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to the above resolutions or otherwise considered by them to be in the best interests of the Company. 2. To consider and if thought fit, pass with or without modifications, the following resolution as Special Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and any other applicable provision of the Companies Act, 2013, read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the set of amended Articles of Association of the Company, draft copy which has been submitted at this meeting, be and is hereby approved and adopted. RESOLVED FURTHER THAT the Directors of the Company, Chief Financial Officer and Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to the above resolution or otherwise considered by them to be in the best interests of the Company. 3. To consider and if thought fit, pass with or without modifications, the following resolution as Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 4, 13, 61 and 64 other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder, as amended, to the extent notified and effective, the Authorised Share Capital of the Company be and is hereby increased from Rs.10,000,000,000/- (Rupees Ten Billion) divided into 1,000,000,000 (One Billion) equity shares of Rs.10/- each to Rs. 30,000,000,000/- (Rupees Thirty Billion) divided into 3,000,000,000 (Three Billion) equity shares of Rs.10/- each ranking pari passu in all respect with the existing Equity Shares of the Company, by creation of additional 2,000,000,000 (Two Billion) equity shares of Rs. 10/- each. RESOLVED FURTHER THAT: (a) pursuant to Sections 4, 13, 61 and 64 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, as amended, to the extent notified and effective, approval of the Board be and is hereby given for substitution of the existing Clause V of the Memorandum of Association of the Company with the following: V. The Authorised Share Capital of the Company is Rs. 30,000,000,000 (Rupees Thirty Billion) divided into 3,000,000,000 (Three Billion) equity shares of Rs. 10/- each. Page 2 of 8
(b) any one Director or the Company Secretary be and is hereby authorized to take all such steps as may be necessary to give effect to the aforesaid resolution. Place: Mumbai Date: 15 June, 2016 By Order of the Board for Registered Office: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai - 400013 Sd/- Sudhakar Shetty Company Secretary (ACS - 13200) N O T E S: 1) EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 IS ATTACHED. 2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 3) PROXIES TO BE VALID MUST BE DULY FILLED, SIGNED AND DEPOSITED WITH THE REGISTERED OFFICE OF THE COMPANY AT PENINSULA CORPORATE PARK, G. K. MARG, LOWER PAREL, MUMBAI - 400013 NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR HOLDING THE MEETING. 4) A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AS SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. 5) ALL THE DOCUMENTS, INCLUDING MEMORANDUM AND ARTICLES OF ASSOCIATION REFERRED TO IN THE NOTICE AND THE EXPLANATORY STATEMENT WILL BE AVAILABLE FOR INSPECTION BY THE MEMBERS AT THE REGISTERED OFFICE OF THE COMPANY DURING NORMAL BUSINESS HOURS ON ALL WORKING DAYS FROM THE DATE HEREOF UP TO THE DATE OF THE MEETING Page 3 of 8
EXPLANATORY STATEMENT ATTACHED TO NOTICE DATED 15 JUNE 2016 [as required under Section 102 of the Companies Act, 2013] The following statement sets out all material facts relating to the Business mentioned in the accompanying Notice: Item No.1 & 2 The Shareholders are hereby informed that the existing Memorandum of Association and Articles of Association ( MoA & AoA ) are based on the Companies Act, 1956 and several provisions of the existing MoA & AoA contain references to specific sections of the Companies Act, 1956, thus, pursuant to the applicability of the Companies Act 2013 (the Act ), it is necessary to align the provisions of the MoA & AoA of the Company in lines with the prescribed provisions of the Act. Accordingly, it is proposed to amend the MoA & AoA of the Company to ensure alignment of the provisions of the MoA & AoA with the prescribed provisions of the Act. The Board of Directors, at its meeting held on 31 May 2016, approved the amendment to MoA & AoA of the Company, subject to approval of the Shareholders of the Company and other statutory approvals as may be necessary. As per the provisions of the Act, the MoA of a Company shall have only two categories of objects i.e., (A) the main objects to be pursued by the company on its incorporation and (B) Matters which are necessary for furtherance of the objects specified in part (A). The present MoA of the Company has three categories as per old Companies Act, 1956 i.e., (1) Main Object (2) The Objects Incidental or Ancillary to the attainment of the Main Objects and (3) Other objects. Necessary amendment has been made in the MoA, wherever reference of the Companies Act, 1956 occurs, to align such provisions in line with the provisions of the Companies Act, 2013 and further, clauses starting from Clause 8 to Clause 57 of Part (B) of the existing Memorandum of Association are renumbered to Clause 1 to Clause 50. With the coming into force of the Act, several articles of the existing AoA of the Company require alteration or deletions. Given this position, and also as a matter of good corporate governance and for operational convenience, it is proposed to amend the existing AoA, to bring the same in lines with the provisions of the Act. The Board recommends the Special Resolution as set out in Item No. 1 & 2 in Notice of this EGM for your approval of the shareholders of the Company. Post your approval, the Company would be required to register the MOA and AoA with Regulatory Bodies like Registrar of Companies / RBI / Securities and Exchange Board of India, and your approval is hereby sought to authorize Company management mentioned in the resolution to carry out necessary alteration/additions as may be suggested by the aforesaid regulatory bodies. A draft copy of the Memorandum of Association and Articles of Association of the Company with marked up changes and the proposed amended copy of the same is open for inspection without any fee for the members at the Registered Office of the Company during normal business hours on any working day from the date of notice till date of Meeting. Page 4 of 8
None of the Directors or Key Managerial Persons or their relatives is in anyway concerned or interested in the resolutions as set out in Item No.1 & 2 of the Notice convening this meeting. Item No. 3 The Shareholders are hereby informed that the present, authorised equity share capital of the Company is Rs. 10 billion divided into 1 billion equity shares of Rs. 10 each. The present paid-up share capital of the Company is Rs. 4.53 billion. As part of the capitalisation of the business of the Company, in future there may be further influx of capital by shareholders of the Company by way equity infusion. The present balance authorised but unissued equity capital of the Company may not be sufficient enough for further infusion of capital by shareholders, from time to time. Accordingly, it is proposed to enhance the authorised equity share capital to Rs. 30 (Rs Thirty) billion divided into 3 billion equity shares of Rs. 10 each, subject to approval of the Shareholders of the Company. The Board of Directors at its meeting held on 31 May 2016, approved the proposal of increase in authorised capital and consequent amendment to Clause V of MoA of the Company, subject to approval of the Shareholders of the Company and other approvals as may be necessary. The Board recommends the Ordinary Resolution as set out in Item No. 3 in Notice of this EGM for approval of the shareholders of the Company. A draft copy of the Memorandum of Association and Articles of Association of the Company with marked up changes and the proposed amended copy of the same is open for inspection without any fee for the members at the Registered Office of the Company during normal business hours on any working day from the date of notice till date of Meeting. None of the Directors or Key Managerial Persons or their relatives is in anyway concerned or interested in the resolution as set out in Item No. 3 of the Notice convening this meeting. Place: Mumbai Date: 15 June 2016 By Order of the Board for Registered Office: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai 400013 Sd/- Sudhakar Shetty Company Secretary (ACS - 13200) Page 5 of 8
(CIN U32200MH1992PLC119108) Regd. Off.: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai 400 013 NAME OF THE MEMBER / PROXY / AUTHORISED REPRESENTATIVE DP ID & Client ID* ATTENDANCE SLIP FOLIO NUMBER NUMBER OF SHARES HELD *Applicable if the shares are held in dematerialised form I/We hereby record my/our presence at the Extraordinary General Meeting of the Company held at the registered office of the Company at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 on, Monday, 20 June 2016 at 01.00 p.m. IST. SIGNATURE OF THE ATTENDEE Notes: 1. Member / Proxy-holder / Authorized Representative wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over at the entrance duly signed 2. Member / Proxy-holder / Authorized Representative desiring to attend the meeting should bring his copy of the Notice for reference at the meeting. Page 6 of 8
(CIN U32200MH1992PLC119108) Regd. Off.: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai 400 013 PROXY FORM Name of the Member(s) Registered Address E-Mail Id Folio No. / DP ID & Client Id I / We being the member(s) of shares of the above named company, here by appoint 1. Name: Address: E-mail Id: Signature: or failing him / her 2. Name: Address: E-mail Id: Signature: or failing him / her 3. Name: Address: E-mail Id: Signature: as my / our proxy to attend and vote (on a poll) for me / us on my/ our behalf at the Extraordinary General Meeting of the Company to be held on Monday, 20 June 2016 at 01.00 p.m. (I.S.T.) at the registered office at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No(s) Signed this day of 2016 Please affix 15 Paise Revenue Stamp here Signature of Shareholder Signature of Proxy Holder(s) Signature(s) of Member(s) across the Stamp Note:The proxy form must be deposited with the Registered Office of the Company at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 not less than 48 hours before the time fixed for holding the meeting Page 7 of 8
MAP FOR VENUE OF EXTRAODINARY GENERAL MEETING: For Sd/- Sudhakar Shetty Company Secretary (ACS 13200) Place: Mumbai Date: 15 June 2016 Page 8 of 8