NOTICE OF TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF ATC TELECOM INFRASTRUCTURE PRIVATE LIMITED

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1 NOTICE OF TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF ATC TELECOM INFRASTRUCTURE PRIVATE LIMITED

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3 ATC TELECOM INFRASTRUCTURE PRIVATE LIMITED (Formerly, ATC Telecom Infrastructure Ltd., erstwhile Viom Networks Ltd.) Regd. Office 403, 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai CIN : U72200MH2004PTC Telephone No. : , geetapuri.seth@atctower.in NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF ATC TELECOM INFRASTRUCTURE PRIVATE LIMITEDCONVENED IN ACCORDANCE WITH THE ORDER OF NATIONAL COMPANY LAW TRIBUNAL MEETING: Day Tuesday Date June 27, 2017 Time 2.00 P.M. Venue , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai Sr. No Contents Page No. 1 Notice of the meeting of the Equity Shareholders of ATC Telecom Infrastructure Private Limited 2 ('the Company') directed to be convened by the National Company Law Tribunal 2 Explanatory Statement under Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, Annexure A- Scheme of Amalgamation 34 4 Annexure B - Valuation Report 75 5 Annexure C - Report adopted by Board of Directors of ATC Tower Company of India Private 94 Limited(Transferor Company 1) explaining effect of the scheme on equity shareholders, Key Managerial Personnel, Promoters, Non promoter shareholder 6 Annexure D - Report adopted by Board of Directors of ATC India Tower Corporation Private 97 Limited(Transferor Company 2) explaining effect of the scheme on equity shareholders, Key Managerial Personnel, Promoters, Non promoter shareholder 7 Annexure E -Report adopted by Board of Directors of Transcend Infrastructure Private Limited 100 (Transferor Company 3) explaining effect of the scheme on equity shareholders, Key Managerial Personnel, Promoters, Non promoter shareholder 8 Annexure F -Report adopted by Board of Directors of ATC Telecom Tower Corporation Private 103 Limited (Transferor Company 4) explaining effect of the scheme on equity shareholders, Key Managerial Personnel, Promoters, Non promoter shareholder 9 Annexure G -Report adopted by Board of Directors of McCoy Developers Private Limited 106 (Transferor Company 5) explaining effect of the scheme on equity shareholders, Key Managerial Personnel, Promoters, Non promoter shareholder 10 Annexure H -Report adopted by Board of Directors of ATC Telecom Infrastructure Private 109 Limited (Transferee Company) explaining effect of the scheme on equity shareholders, Key Managerial Personnel, Promoters, Non promoter shareholder 11 Annexure I Supplementary Condensed Financial Statements of ATC Tower Company of India 112 Private Limited(Transferor Company 1) for the period ended 31 st December Annexure J Supplementary Condensed Financial Statements of ATC India Tower Corporation 123 Private Limited(Transferor Company 2) for the period ended 31 st December Annexure K Supplementary Condensed Financial Statements of Transcend Infrastructure 134 Private Limited (Transferor Company 3) for the period ended 31 st December Annexure L Supplementary Condensed Financial Statements of ATC Telecom Tower 144 Corporation Private Limited (Transferor Company 4) for the period ended 31 st December Annexure M Supplementary Condensed Financial Statements of McCoy Developers Private 154 Limited (Transferor Company 5) for the period ended 31 st December Annexure N Supplementary Condensed Financial Statements (along with the Auditor s review 159 report) of ATC Telecom Infrastructure Private Limited (Transferee Company) for the period ended 31 st December Annexure O Pre and Post Amalgamation Equity Shareholding Pattern of ATC Telecom 179 Infrastructure Private Limited (Transferee Company) 18 Form of Proxy Attendance Slip Route Map 184 1

4 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH ATC Telecom Infrastructure Private Limited (CIN: U72200MH2004PTC289328) A Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at 403, 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai Applicant Company FORM NO. CAA. 2 [Pursuant to Section 230 (3) and rule 6 and 7 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] Company Scheme Application No. 505 of 2017 ATC TELECOM INFRASTRUCTURE PRIVATE LIMITED In the matter of the Companies Act, 2013; AND In the matter of Sections 230 to 232 of the Companies Act, 2013; AND In the matter of Scheme of Amalgamation of ATC Tower Company of India Private Limited and ATC India Tower Corporation Private Limited and Transcend Infrastructure Private Limited and ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited and ATC Telecom Infrastructure Private Limited and their respective shareholders Notice of the meeting of Equity Shareholders.. Applicant Company Notice is hereby given that by an Order dated the 20 th day of April, 2017, in the Company Application No.505 of 2017referred to hereinabove, the Mumbai Bench of the National Company Law Tribunal (Tribunal) has directed to hold a meeting of Equity Shareholders of the Company for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation ( Scheme ) proposed to be made amongstatc Tower Company of India Private Limited (Transferor Company 1), ATC India Tower Corporation Private Limited (Transferor Company 2), Transcend Infrastructure Private Limited (Transferor Company 3), ATC Telecom Tower Corporation Private Limited (Transferor Company 4) and McCoy Developers Private Limited (Transferor Company 5), collectively known as Transferor Companies, and ATC Telecom Infrastructure Private Limited (Transferee Company) and their respective shareholders. In pursuance of the said Order and as Directed therein, further Notice is hereby given that a meeting of Equity Shareholders of the Applicant Company will be held on Tuesday, 27 th Day of June, 2017 at 2:00p.m. at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai to transact the following Special Business: To consider and, if thought fit, approve with or without modification(s) the following Resolution as a Special Resolution under Section 230 to 232 of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force): RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), and the National Company Law Tribunal Rules, 2016 and in accordance with relevant clauses of the Memorandum of Association and Articles of Association of the Company and subject to the approval of Hon ble National Company Law Tribunal, Mumbai Bench ( NCLT or Tribunal ) and subject to such other approvals, permissions and sanctions of regulatory and other sectoral authorities, if any, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other sectoral authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company, the proposed Scheme of Amalgamation amongstatc India Tower Corporation Pvt. Ltd., ATC Telecom Tower Corporation Pvt. Ltd., ATC Tower Company of India Pvt. Ltd., Transcend Infrastructure Pvt. Ltd and McCoy Developers Pvt. Ltd. (hereinafter collectively referred to as the Transferor Companies and each individually as Transferor Company ) and ATC Telecom Infrastructure Private Limited (hereinafter referred to as ATIL or the Transferee Company ) and their respective shareholders (hereinafter referred to as the Scheme ), placed at this meeting, be and is hereby approved. RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution and for removal of any difficulties or doubts, the Board of Directors of the Company (hereinafter referred to as the Board, which term shall deem to include any committee or any person(s) which the Board may nominate or constitute or delegate) be and is hereby authorised to exercise its powers, including the powers conferred under this resolution and/or to do 2

5 all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper and to settle any questions or difficulties that may arise with regard to the implementation of this resolution, including usual or proper and to settle any questions or difficulties that may arise with regard to the implementation of the resolution, as may be considered necessary to give effect to this resolution or to carry out such modification / directions as may be ordered by the NCLT to implement the aforesaid Resolution. The Copies of the said Scheme of amalgamation and of the statement under Section 230 are annexed to this notice and can be obtained free of charge from the registered office of the Company or at the office of its Authorised Representative, Advocate, M/s Hemant Sethi & Co. at 1602, Nav Parmanu, Behind Amar Cinema, Chembur, Mumbai Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the Company at 403, 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai Maharashtra, not later than 48 hours before the meeting. The Proxy Forms are also annexed to this notice and can be obtained from Registered Office of the Company. The Tribunal has appointed Mr. Amit Sharma, Director of the Applicant Company and failing him, Mr. Rajesh Madan, Director of the Applicant Company,as Chairman of the said meeting. The above mentioned Scheme of Amalgamation, if approved by the Shareholders in this meeting, will be subject to the subsequent approval of the Tribunal. Dated: this 17 th day of May, 2017 For ATC Telecom Infrastructure Private Limited Sd/- Amit Sharma Chairman appointed for the meeting DIN Registered Office: 403, 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy /proxies to attend and vote instead of himself / herself and such a proxy / proxies so appointed need not be a member of the company. The form of proxy duly completed should, however, be deposited at the registered office of the Applicant Company not less than 48 hours before the time fixed for the aforesaid meeting. 2. As per Section 105 of the Companies Act, 2013 and rules made thereunder, a person can act as proxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of the total share capital of the Applicant Company carrying voting rights. Further, a member holding more than 10% of the total share capital of the Applicant Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. 3. All alterations made in the Form of Proxy should be initialled. 4. The Notice is being sent to all the Equity Shareholders, whose names appear in the records of the Company as on 30 th April 2017, a cut-off date for determining shareholders eligible for voting for Tribunal conveyed meeting. 5. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of Members as on 30 th April 2017, i.e. the cut-off date for determining shareholders eligible for voting for Tribunal convened Meeting. 6. Only registered Equity Shareholders of the Applicant Company may attend and vote (either in person or by proxy) at the aforesaid meeting. 7. Registered Equity Shareholders who hold shares in dematerialized form are requested to bring their Client ID and DP ID for easy identification of the attendance at the meeting. 8. Registered Equity Shareholders are informed that in case of joint holders attending the meeting, joint holder whose name stands first in the Register of Members and in his / her absence by the next named member of the Applicant Company in respect of such joint holding will be entitled to vote. 9. Body Corporate members are requested to send a certified copy of the board resolution authorizing their representative/s to attend and vote at the meeting pursuant to provisions of Section 113 of the Companies Act, A registered Equity Shareholder or his proxy is requested to bring a copy of the notice to the meeting and produce it at the entrance of the meeting venue, along with the attendance slip duly completed and signed. The 3

6 queries, if any, related to the Scheme should be sent to the Applicant Company in the name of Mr. Amit Sharma, Director, at the Registered Office of the Applicant Company in such a way that the Applicant Company will receive the same at least seven days before the meeting. 11. During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at anytime during the business hours of the Company, provided that not less than 3 (three) days of notice in writing is given to the Company addressed to the Mr. Amit Sharma, Chairman of the Company. 12. The Applicant Company has appointed, Mr. Sandeep Gandhi, Practicing Company Secretary (Membership No. F-6721) as Scrutinizer for conducting the voting process in a fair and transparent manner. 13. The material documents referred to in the accompanying Explanatory Statement shall be open for inspection, from a.m. to 1.00 p.m on any working day (except Saturdays, Sundays and Public Holidays) upto one day prior to the date of the meeting by the Equity Shareholders at the Registered Office of the Applicant Company. 14. The Notice convening the aforesaid meeting will be published through advertisement in Free Press Journal, English newspaper and Navshakti,a vernacular newspaper, in the State where the Registered Office of the Applicant Company is situated. BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH Company Scheme Application No. 505 of 2017 ATC Telecom Infrastructure Private Limited (CIN: U72200MH2004PTC289328) A Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at 403, 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai In the matter of the Companies Act, 2013; AND In the matter of Sections 230 to 232 of the Companies Act, 2013; AND In the matter of Scheme of Amalgamation of ATC Tower Company of India Private Limited and ATC India Tower Corporation Private Limited and Transcend Infrastructure Private Limited and ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited and ATC Telecom Infrastructure Private Limited and their respective shareholders Applicant Company EXPLANATORY STATEMENT TO THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF ATC TELECOM INFRASTRUCTURE PRIVATE LIMITED UNDER SECTION 102 AND 230 OF THE COMPANIES ACT, 2013 READ WITH THECOMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, Pursuant to the Order dated April 20, 2017 passed by the Mumbai Bench of the National Company Law Tribunal, in the Company Application referred to hereinabove, meeting of the Equity Shareholders of the Applicant Company, is being convened and held for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation amongstatc Tower Company of India Private Limited (Transferor Company 1), ATC India Tower Corporation Private Limited (Transferor Company 2), Transcend Infrastructure Private Limited (Transferor Company 3), ATC Telecom Tower Corporation Private Limited (Transferor Company 4) and McCoy Developers Private Limited (Transferor Company 5),collectively known as Transferor Companies, and ATC Telecom Infrastructure Private Limited (Transferee Company) and their respective shareholders ( Scheme ) under Sections 230 to 232 of the Companies Act, 2013 ( Act ) (including any statutory modification or re-enactment or amendment thereof) read with the rules issued thereunder. 2. A copy of the Scheme setting out in detail the terms and conditions of the Scheme, inter alia, providing for the proposed Scheme of Amalgamation amongstatc Tower Company of India Private Limited, ATC India Tower Corporation Private Limited, Transcend Infrastructure Private Limited, ATC Telecom Tower Corporation Private Limited, McCoy Developers Private Limited and ATC Telecom Infrastructure Private Limited and their respective shareholders, which has been approved by the Board of Directors of the Applicant 4

7 Company at its meeting held on March 2, 2017 is enclosed to this explanatory statement and forms part of this statement as Annexure A. 3. Background of ATC Telecom Infrastructure Private Limited ( Transferee Company or Applicant Company ) is as under: i. ATC Telecom Infrastructure Private Limited (referred to as the Transferee Company or Applicant Company ) was incorporated on the 22nd day of March, 2004.The Applicant Company has been allotted a Corporate Identity Number U72200MH2004PTC ATC Telecom Infrastructure Private Limited is registered with the DoT as Infrastructure Provider Category I (IP-I Infrastructure provider). ii. iii. The registered office of the Company is located at 403, 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai The Share Capital structure of the Applicant Company as on March 31, 2017, was as under: Particulars Rs. Authorised Capital 1,130,000,000 equity shares of Rs. 10 each 11,300,000, ,000,000 cumulative redeemable optionally convertible preference shares 2,500,000,000 of Rs. 10 each 500,000,000 cumulative non-convertible redeemable preference shares of 5,000,000,000 Rs. 10 each Total 18,800,000,000 Issued, Subscribed and Paid up share Capital 662,335,939 equity shares of Rs 10 each fully paid up 6,623,359, ,666, % cumulative non-convertible redeemable preference 1,666,666,660 shares of Rs. 10 each fully paid up Total 8,290,026,050 iv. There has been no change in the Capital structure of the Applicant Company subsequent to March 31, The main objects of Applicant Company are set out in the Memorandum of Association of the Applicant Company. The main object of the Applicant Company as set out in its Memorandum of Association is as follows: Either by itself or through one or more companies, to plan, establish, develop, provide, operate, manage, maintain, deal, supply, take on lease, give on lease, hire or let on hire, hire purchase, conditional sale or otherwise provide or dispose off and to carry on the business of running (whether under licence or otherwise) or investment in telecommunication infrastructure, telecommunication systems, telecommunication networks and telecommunication services, of all kinds, within India as well as outside India, including but not limited to telephony, telex, wireless, data communication, telematic and other like forms of communication, transmission, emission or reception through the agency of electricity or electromagnetism, or light or otherwise or signs, signals, writing, images, sounds or intelligence of any nature by wire, radio, optical or other electromagnetic systems whether or not such signs, signals, writing, images sound or intelligence have been subjected to rearrangement, computation or other processes by any means in the course of their transmission, emission or reception and of all kinds and to carry on all or any of the businesses of building, developing, maintaining, supplying, operating, managing and dealing in services, facilities and infrastructure for communications of all kinds, within India as well as outside India, such as telephony, data transmission, information technology and video services and facilities which incorporate, use, or are used in conjunction with or in connection with or ancillary to telecommunication systems or telecommunication apparatus and equipment and to plan, establish, develop, provide, operate, buy, sell, deal in, take on lease, give on lease, hire, let on hire, franchise and maintain all types of telecommunication services including, telephone exchanges, telegraph offices, coaxial stations, microwave stations, landing stations, repeater stations, telecommunications lines, cables, submarine cables, subsea cables, dark fibre, right of way, duct space, towers, bandwidth, or any other equipment, plant, machinery connected with or used for design, development, construction, maintenance or operation of telecommunications services and conveniences, within India as well as outside India, which may seem calculated directly or indirectly to advance the interests of the Company and to subsidise, contribute to or otherwise assist or take part in doing any of these things, and/or to join or partner any other person and / or company and /or acquire any other company or body corporate or 5

8 collaborate with any organization or company or with any Governmental authority in doing any of these things v. The Applicant Company is engaged in the business of, amongst other things, building, developing, maintaining, supplying, operating, managing and dealing in services, facilities and infrastructure in connection with or ancillary to telecommunication systems. 4. Background of ATC Tower Company of India Private Limited ( Transferor Company 1 ) is as under: i. ATC Tower Company of India Private Limited (referred to as Transferor Company 1 ) is a company incorporated on February 22, 2006 under the provisions of the Companies Act, The Transferor Company 1 has been allotted a CIN: U64203MH2006PTC ii. The Registered Office of the Transferor Company 1 is situated at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai iii. The Share Capital structure of the Transferor Company 1, as on March 31, 2017 was as under: Particulars Rs. Authorised Capital 140,000,000 equity shares of Rs. 10 each 1,400,000,000 Total 1,400,000,000 Issued, Subscribed and Paid up share Capital 121,258,506 equity shares of Rs. 10 each 1,212,585,060 Total 1,212,585,060 There has been no change in the Capital structure of the Transferor Company 1 subsequent to March 31, iv. The main objects of Transferor Company 1 are set out in the Memorandum of Association of the Company. The main object as set out in its Memorandum of Association is as follows: To carry on the business of designing, constructing, erecting, purchasing, selling, repairing, upgrading, acquiring on license basis and /or commissioning towers and masts of any description including, but not limited to, such towers and masts as can be used by wireless service providers, radio and television broadcasters telecommunication companies and other entities. v. The Transferor Company 1 is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India 5. Background of ATC India Tower Corporation Private Limited ( Transferor Company 2 ) is as under: i. ATC India Tower Corporation Private Limited (referred to as Transferor Company 2 ) is a company incorporated on March 22, 2006 under the provisions of the Companies Act, The Transferor Company 2 has been allotted a CIN: U55100MH2006PTC ii. iii. The Registered Office of the Transferor Company 2 is situated at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai The Share Capital structure of the Transferor Company 2, as on March 31, 2017 was as under: Particulars Rs. Authorised Capital 82,000,000 equity shares of Rs. 10 each 820,000,000 4,550,000 redeemable preference shares of Rs. 10 each 45,500,000 Total 865,500,000 Issued, Subscribed and Paid up share Capital 81,111,304 equity shares of Rs. 10 each fully paid up 811,113,040 Total 811,113,040 6

9 There has been no change in the Capital structure of the Transferor Company 2 subsequent to March 31, iv. The main objects of Transferor Company 2 are set out in the Memorandum of Association of the Company. The main object as set out in its Memorandum of Association is as follows: To carry on the business of study and evaluation of all steps, process, techniques and methods for setting up of all types of Infrastructure and Tele-communication Projects, facilities or works and to install, erect, lay down, commission, establish, own, operate, manage, control and administer, lease, transfer all Infrastructure and Tele-communication Projects including dark fibre, duct space, towers, switches and other related ancillary infrastructure services and to carry on the business of building, establishing, setting-up, acquiring, developing, managing, providing, operating and/or maintaining, fully or partially, infrastructure facilities of all description including, without limitation, relating to power, water supply, inland water ways, air-ports, ports, telecommunications, roads, pipelines of all kinds and usages and other infrastructure facilities and/or to provide services for setting up of such infrastructure facilities and for the above purposes to carry on the business of engineers and general or special contractors for design, construction, manufacture, erection, maintenance, alteration, restoration of work of all types and descriptions in India and overseas, as contractors or subcontractors for the whole or part of such works including water works, oil wells, tramways, dams, bridges, underground railways, cable cars, docks, wharves, jetties, power generation and/or distribution, factories, mills, drainage and sewage works, roads, airfields, airstrips, airports, helipads, cable lines, power transmission towers, towers and networking of all types, wagons shelters and vessels of every description for use on or under the land, water and air and buildings and structures of all types and descriptions and for the purpose to acquire any lands, buildings, tenements, premises, equipment, spares/ parts of all kinds, description, design, configuration and in connection therewith to provide any consultancy, project management services, hardware or software implementation, customization, certification, inspection, resource pool management in relation to all kinds of infrastructure services inter-alia including but not limited to telecom, cellular services, basic telecom services, IT enabling services, industrial purpose and other infrastructure industries and in connection therewith to acquire, sell, dispose off, lease, hire goods/ services of any nature/description. v. The Transferor Company 2 is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India 6. Background of Transcend Infrastructure Private Limited ( Transferor Company 3 ) is as under: i. Transcend Infrastructure Private Limited(referred to as Transferor Company 3 ) is a company incorporated on May 15, 2007 under the provisions of the Companies Act, The Transferor Company 3 has been allotted a CIN: U70102MH2007PTC ii. iii. The Registered Office of the Transferor Company 3 is situated at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai The Share Capital structure of the Transferor Company 3, as on March 31, 2017 was as under: Particulars Rs. Authorised Capital 2,500,000,000 equity shares of Rs. 10 each 25,000,000,000 Total 25,000,000,000 Issued, Subscribed and Paid up share Capital 260,094,323 Equity shares of Rs. 10 each fully paid 2,600,943,230 up Total 2,600,943,230 There has been no change in the Capital structure of the Transferor Company 3 subsequent to March 31,

10 iv. The main objects of Transferor Company 3 are set out in the Memorandum of Association of the Company. The main objects as set out in its Memorandum of Association is as follows: To carry on in India or elsewhere the business of manufacturing, processing, designing, assembling, developing, fabricating, improving, exchanging, renovating, discovering, researching, dealing, importing, exporting, importing, distributing, buying, selling, trading, contracting, operating, maintaining, setting, marketing, installing, storing, packing, transporting, converting, repairing, installing, training, servicing, maintenance of all types, varieties and kinds of telecommunication equipments, tele-communication towers, telephone exchange, rural telephone exchanges, single channel/multi-channel UHF/VHF equipments, cordless exchanges, public telephone exchange system (automatic and manual) systems, trunk or toll exchanges, frequency signaling equipment, private telephone systems (automatic and manual) with or without exchange service, inter communicating systems, telephone and telegraph equipments, cellular phone systems, telecommunication wires and cables, telecommunication software composite, signalling, telecommunication and control equipments used in roads, railway, ships, aircrafts, airport, railway stations, public places along with associated accessories and test rigs, telephone repeater equipments, towers used for distribution and supply of electricity, voice frequency telegraph and telephone systems (multi-channel), loud speaking telephones, telegraph equipments, cordless telephones, voice telephone apparatus for telephone and general purposes, telephone sets and associated apparatus and their components and accessories, telephone equipments, components, accessories required for information technology, Radio wireless equipments, satellite communication services of all types including Data/Voice and Video conferencing based on Handsets and/or Very Small Aperture Terminal (VSAT), Network, service receivers and antenna, date/voice satellite communications terminals/earth stations cable wave guides, communication satellites, digital transmission equipment, pulse code modulation equipment, signal compression equipment, packet switching equipment, time division multiplexing time division multiple access (TDM/TDMA) equipment and frequency division multiple access (FDMA) equipment and single channel per carrier/demand Assignment Multiple Access (SCPC/DAMA) equipment in conjunction with Handset/VSAT based network, satellite communication equipments, equipments for individual users as well as cable television networks, antennas, dish-antennas, digital switching and such other parts, instruments and equipment required for transmission, telecasting and broadcasting, multimedia kits, compact disks, cd-roms, digital disks, receivers, coders and decoders, moderns and other instruments and apparatuses for electronic data transmission and usage and instruments, testing equipments, accessories for repair, maintenance, calibration and standardization of all the above items in laboratories, service centres, processing plants, manufacturing plants and at customers and clients places. v. The Transferor Company 3 is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India. 7. Background of ATC Telecom Tower Corporation Private Limited ( Transferor Company 4 ) is as under: i. ATC Telecom Tower Corporation Private Limited (referred to as Transferor Company 4 ) is a company incorporated on June 9, 2003 under the provisions of the Companies Act, The Transferor Company 4 has been allotted a CIN: U72200MH2003PTC ii. iii. The Registered Office of the Transferor Company 4 is situated at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai The Share Capital structure of the Transferor Company 4, as on March 31, 2017 was as under: Particulars Rs. Authorised Capital 100,000,000 equity shares of Rs. 10 each 1,000,000,000 Total 1,000,000,000 Issued, Subscribed and Paid up share Capital 96,140,325 equity shares of Rs. 10 each fully paid up 961,403,250 Total 961,403,250 8

11 Transferor Company 4 is a wholly owned subsidiary of Transcend Infrastructure Private Limited (Transferor Company 3). There has been no change in the Capital structure of the Transferor Company 4 subsequent to March 31, iv. The main objects of Transferor Company 4 are set out in the Memorandum of Association of the Company. The main objects as set out in its Memorandum of Association is as follows: To engage in the business (whether manufacturing, buying selling or acting as agents) of engineering, contracting and construction including the design, manufacturing, construction, erection, alteration, repair and installation of telecom towers & infrastructure, plants, systems and mechanical, electrical and electronic machinery, equipment, apparatus and devices and to manufacture, buy, sell, deal, 'in and process any materials required for engineering, contracting and construction and to give franchises; right to use our technologies; research and development; plants and equipment; buildings & constructions; for commercial exploitation to other persons/parties and receive royalties, fees, considerations for the same in India and abroad. v. The Transferor Company 4 engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India. 8. Background of McCoy Developers Private Limited ( Transferor Company 5 ) is as under: i. McCoy Developers Private Limited (referred to as Transferor Company 5 ) is a company incorporated on December 21, 2005 under the provisions of the Companies Act, The Transferor Company 5 has been allotted a CIN: U45200MH2005PTC ii. iii. The Registered Office of the Transferor Company 5 is situated at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai The Share Capital structure of the Transferor Company 5, as on March 31, 2017 was as under: Particulars Rs. Authorised Capital 50,000 equity shares of Rs. 10 each 500,000 Total 500,000 Issued, Subscribed and Paid up share Capital 18,120 equity shares of Rs. 10 each fully paid up 181,200 Total 181,200 Transferor Company 5 is a wholly owned subsidiary of ATC India Tower Corporation Private Limited (Transferor Company 2). There has been no change in the Capital structure of the Transferor Company 5 subsequent to March 31, iv. The main objects of Transferor Company 5 are set out in the Memorandum of Association of the Company. The main objects as set out in its Memorandum of Association is as follows: To carry on the business of study and evaluation of all steps, process, techniques and methods for setting up of all types of Infrastructure and Tele-communication Projects, facilities or works and to install, erect, lay down, commission, establish, own, operate, manage, control, and administer, lease, transfer all Infrastructure and Tele-communication Projects including dark fibre, duct space, towers, switches and other related ancillary infrastructure services and to carry on the business of building, establishing, setting-up, acquiring, developing, managing, providing, operating and/or maintaining, fully or partially, infrastructure facilities of all description including, without limitation, relating to power, water supply, inland water ways, air-ports, ports, telecommunications, roads, pipelines of all kinds and usages and other infrastructure facilities and/or to provide services for setting up of such facilities and for the above purposes to carry on the business of engineers and general or special contractors for design, construction, manufacture, erection, maintenance, alteration, restoration of work of all types and description in India and overseas, as contractors or subcontractors for the whole or part of such works including water works, oil wells, tramways, dams, bridges, underground railways, cables cars, docks, wharves, jetties, power generation and/or distribution, factories, mills, drainage and sewage works, roads, airfields, airstrips, airports, helipads, cable lines, power transmission towers, 9

12 tower and networking of all types, wagons shelters and vessels of every description for use on or under the land, water and air and building and structures of all types and description and for the purpose to acquire any lands, buildings, tenements, premises, equipments, spare/parts of all kinds, description, design, configuration and in connection therewith to provide any consultancy, project management services, hardware or software implementation, customization, certification, inspection, resource pool management in relation to all kinds of infrastructure services inter-alia including but not limited to telecom, cellular services, basic telecom services, IT enabling services, industrial purpose and other infrastructure industries and in connection therewith to acquire, sell, dispose off, lease, hire goods/services of any nature/description. v. The Transferor Company 5 was earlier registered with Department of Telecommunication ( DoT ), under Ministry of Communication & Information Technology as Infrastructure Provider Category I (IP-I Infrastructure provider) which was surrendered by the Transferor Company 5 with effect from 31st May As of now, the Transferor Company 5 does not have any operations. 9. Rationale and Salient Features of the Scheme a) Relationship between the Companies: The Transferor Company 1, Transferor Company 2 and Transferor Company 3 and the Transferee Company have common parent company i.e. ATC Asia Pacific Pte Ltd. The Transferor Company 4 and Transferor Company 5 are the wholly owned subsidiaries of Transferor Company 3 and Transferor Company 2 respectively. The Scheme of Amalgamation provides for amalgamation of ATC Tower Company of India Private Limited (Transferor Company 1), ATC India Tower Corporation Private Limited (Transferor Company 2), Transcend Infrastructure Private Limited (Transferor Company 3), ATC Telecom Tower Corporation Private Limited (Transferor Company 4) and McCoy Developers Private Limited (Transferor Company 5) with the ATC Telecom Infrastructure Private Limited (Transferee Company). b) Rationale for Amalgamation: The American Tower Corporation group(the ATC Group ), through one of its group entities in Singapore i.e., ATC Asia Pacific Pte. Ltd, had acquired a 51% stake in ATC Telecom Infrastructure Private Limited (formerly known as Viom Networks Limited) on April 21, 2016, which is engaged in same line of business as the ATC Indian Entities (each of which is wholly owned by the ATC Group). The management of the Transferor Companies and the management of the Transferee Company (which includes representatives of shareholders outside of ATC Group that hold a 49% stake in the Transferee Company) believe that the businesses of the Transferor Companies and the Transferee Company require a combined management focus, business strategies and synergies. With a view to achieving the above, it was agreed between the shareholders of each of the Transferor Companies and the continuing shareholders of the Transferee Company, to consolidate the business of the Transferor Companies and the Transferee Company which would benefit the respective companies and their stakeholders. The proposed amalgamation will also: a. enable consolidation of the business and operations of the Transferor Companies and the Transferee Company which will provide significant impetus to growth, enable synergies, reduce operational costs, increase operational efficiencies and greater focus and enable optimal utilization of various resourcesas the Transferor Companies and the Transferee Company are engaged in the same line of business; b. lead to a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company and also avoid duplication of administrative functions and eliminate multiple record-keeping; and c. be in the best interests of the shareholders (including shareholders outside of ATC Group holding 49% stake in the Transferee Company), creditors, employees and other stakeholders of each of the Transferor Companies and the Transferee Company, as it would result in consolidation of the enhanced market value and market share of the Transferor Companies along with the Transferee Company and would result in enhancement of shareholder value and would enable the management of the Transferee Company to vigorously further pursue revenue growth and expansion opportunities. In view of the abovementioned reasons, it is considered desirable and expedient to implement the proposed scheme of amalgamation. 10

13 c) Salient features of the Scheme: i. This Scheme of Amalgamation amongstatc Tower Company of India Private Limited, ATC India Tower Corporation Private Limited, Transcend Infrastructure Private Limited, ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited ( Transferor Companies ) and ATC Telecom Infrastructure Private Limited ( Transferee Company or Applicant Company ) and their respective shareholders is presented under Sections 230 to 232 of the Companies Act, ii. The Applicant Company and Transferor Companies shall, as may be required, make applications and/or petitions under Sections 230 to 232 and other applicable provisions of the Act to the Mumbai Bench of the National Company Law Tribunal for sanction of the Scheme and all matters ancillary or incidental thereto. iii. Appointed Date for the Amalgamation under Scheme is April 1, iv. "Effective Date" means the date on which the last of the approvals or events specified under Clause 14 of the Scheme are obtained or have occurred or the requirement of which has been waived (to the extent permitted under applicable law) and the provisions of the Scheme are made effective with effect from the Appointed Date. References herewith "the coming into effect of this Scheme" or "this Scheme becoming effective" shall mean the Scheme coming into effect or becoming effective on the Effective Date with effect from the Appointed Date. v. Upon the Scheme becoming effective, in respect of the amalgamation of the Transferor Companies, the Applicant Company shall without any further application or deed, issue and allot shares and / or Compulsorily Convertible Debentures (CCDs), credited as fully paid-up, to the extent indicated below, to the shareholders of Transferor Companies, whose names appear in the Register of Members of the Transferor Companies, on the Record Date or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the respective Board of Directors in the following proportion: - 6,985 Equity Shares of Rs.10 each for every 100,000 Equity shares of Rs.10 each of ATC Tower Company of India Private Limited (Transferor Company 1) - 111,410 Equity Shares of Rs.10 each for every 100,000 Equity shares of Rs.10 each of ATC India Tower Corporation Private Limited (Transferor Company 2) - 65,800 Equity Shares of Rs.10 each for every 100,000 Equity shares of Rs.10 each of Transcend Infrastructure Private Limited (Transferor Company 3) (against 18,59,38,374 Equity Shares) and 142,128 Compulsorily Convertible Debentures (CCDs) of Rs.100 each for every 100,000 Equity shares of Rs.10 each of Transcend Infrastructure Private Limited (Transferor Company 3) (against balance 7,41,55,948 Shares) vii. Pursuant to Clause 10.5 of the Scheme of Amalgamation, fractional entitlement for the New Equity Shares or CCDs, if any, of the equity shareholders in the Transferor Company 1, Transferor Company 2 and Transferor Company 3 shall stand cancelled and no Equity Shares or CCDs, as the case may be, shall be allotted for fractional entitlement. viii. This Scheme is specifically conditional upon and subject to: a. The sanction or approval under any law or regulations of the Central Government or any other Agency, Department or Authorities concerned being obtained and granted in respect of any of the matters in respect of which such sanction or approval is required. b. The approval of the Scheme by the requisite majority of members of the Transferor Companies or by the Transferee Company, if required as may be directed by the jurisdictional NCLT(s) on the Application made for directions under Section 230 of the Act for dispensing/calling meetings and necessary resolutions being passed under the Act for the purpose. c. The sanction of the NCLT being obtained by the Transferor Companies and by the Transferee Company under Sections 230 and 232 and other applicable provisions of the Act. d. The requisite consent, approval or permission, if required, of the Foreign Investment Promotion Board (FIPB) or any other statutory or regulatory authority, which by law may be necessary for issue of shares and CCDs by the Transferee Company to the shareholders of the Transferor Companies and/or for the implementation of this Scheme; and e. The certified copies of order of the NCLT sanctioning the Scheme being filed with the Concerned Registrar of Companies, by the Transferor Companies and the Transferee Company. x. The Scheme provides for: a. The transfer of undertakings from the Transferor Companies to the Transferee Company and vesting of the same in the Transferee Company; b. The transfer of contracts, deeds, bonds, agreements, arrangements, assurances and other instruments of whatsoever nature of the Transferor Companies to the Transferee Company; c. The transfer of all debts, liabilities, duties, and obligations of Transferor Companies to the Transferee Company; 11

14 d. The transfer of all legal proceedings by or against the Transferor Companies to the Transferee Company; e. The increase in authorized capital of the Transferee Company and consolidation of authorized capital of Transferor Companies to the Applicant Company; f. The dissolution of the Transferor Companies without being wound up; and g. All costs, charges and expenses of the Transferor Companies and the Transferee Company in relation to or in connection with this Scheme and for carrying out and implementing/ Completing the terms and provision of the Scheme and/ or incidental to the completion of the Amalgamation of the undertaking of the Transferor Companies in pursuance of this Scheme shall be borne and paid solely by the Transferee Company. THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME OF AMALGAMATION, THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF AMALGAMATION TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF. 10. A copy of Valuation report recommendingthe share exchange ratio, dated 19 th August, 2016 obtained from M/s S.R. Batliboi & Co. LLP, Chartered Accountants is enclosed as Annexure B. 11. A notice under Section 6(2) of the Competition Act, 2002 was filed with Competition Commission of India on 10th November, Thereafter, the Competition Commission of India vide its order dated 30th December 2015 as rectified vide order dated 9th February 2016, approved the proposed combination under Section 31(1) of the Competition Act, The Transferee Company has filed an application dated 31 st March, 2017 to Foreign Investment Promotion Board (FIPB) for obtaining the approval of FIPB for issue of shares and CCDs to the foreign shareholders of the Transferor Companies, pursuant to the merger of the Transferor Companies with the Transferee Company. As on date, the approval of the FIPB is pending. 13. The Transferor Companies or the Transferee Company would obtain such other necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required. 14. In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4, Transferor Company 5 and the Transferee Company have, have adopted a report on 10 th May, 2017, 10 th May, 2017, 10 th May, 2017, 10 th May, 2017, 10 th May, 2017 and 17 th May, 2017 respectively, inter alia, explaining effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders amongst others. Copy of the Reports adopted by the respective Board of Directors of the Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4, Transferor Company 5 and the Transferee Company are enclosed as Annexure C, Annexure D,Annexure E, Annexure F, Annexure G and Annexure H, respectively. 15. The copy of the proposed Scheme has already been filed by the respective Companies before the concerned Registrar of Companies. 16. The Supplementary Condensed Financial Statements of the Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4 and Transferor Company 5 for the period ended 31st December 2016 are enclosed as Annexure I, Annexure J, Annexure K, Annexure L and Annexure M; 17. The Supplementary Condensed Financial Statements (along with the Auditor s review report) of the Transferee Company for the period ended 31st December 2016 is enclosed as Annexure N. 18. The details of the Directors and Key Managerial Personnel (KMPs) of Transferee Company and Transferor Companies as on 31 st March 2017 are as follows: Details ofdirectors and KMPs of the Transferee Company as on 31st March 2017: Sr. No Name Designation Residential Address DIN 1 Mr. Amit Sharma Director A-20, Niti Bagh, Ground Floor, New Delhi

15 2 Mr. Srinath Narasimhan Director 801, Grandbay Apartments, 8th Floor, 17th Hill Road, Bandra West Mumbai Mr. Suresh Krishan Goyal Director 2901, 29, Aqua Planet, Godrej, 3-0, K Khadye Marg, SGM Chick, Mahalaxmi, Mumbai Mr. Eruch Noshir Kapadia Director R/15, Cosrow Baug, 3rd Floor, Shahid Bhagat Singh Road, Colaba Mumbai 5 Mr. Robert Joseph Meyer Director 61, School Street, Arlington, MA USA Ms. Brenna Dugan Jones Director 104, Plymouth Road, Needham MA 02492, USA 7 Mr. Edmund DiSanto Director 56, High Ridge Road, West Hartford CT, US Mr.Rajesh Madan Alternate Director (to Ms. Brenna Dugan Jones) 9 Mr.Douglas Maxwell Crowe Alternate Director (to Mr. Edmund DiSanto 10 Ms. Leah Canham Stearns Alternate Director (to Mr. Robert J Meyer 11 Mr. Vijay Kumar Agarwal ChiefFinancial Officer KMP 12 Mr. Sudhir Prasad Manager and COO - KMP 13 Ms. Geeta Puri Seth Company Secretary - KMP D, 6/20, DLF Phase-I, Gurgaon Boston Post Road, Wayland Massachusetts, United States Martha's Lane, Chestnut Hill Massachusetts, United States , Pharaos The Nile Appt Nr Uppal South End Sohna Road Gurgaon Haryana PV- 35, Golf Course Road, Sector 54, Gurgaon, Haryana 1101/7, The Close (South ) Nirvana Country, Sector 50, Gurgaon Details of Directors and KMPs of the Transferor Company 1 as on 31st March 2017: Sr. Name Designation Residential Address DIN No 1 Mr. Amit Sharma Director A-20, Niti Bagh, Ground Floor, New Delhi Mr. Edmund DiSanto Director 56, High Ridge Road, West Hartford CT, US Mr. Rajesh Madan Director D, 6/20, DLF Phase-I, Gurgaon Details of Directors and KMPs of the Transferor Company 2 as on 31st March 2017: Sr. Name Designation Residential Address DIN No 1 Mr. Amit Sharma Director A-20, Niti Bagh, Ground Floor, New Delhi Mr. Edmund Disanto Director 56, High Ridge Road, West Hartford CT, US Mr. Rajesh Madan Director D, 6/20, Dlf Phase-I, Gurgaon Mr. Satish Sitaram Rao Company Secretary 2B/41, Kalpataru Gardens, Opposite Ganesh Mandir, Off A.C. - 13

16 Road, Kandivli (East), Mumbai Mr. Shyamsundar Veeraswamy Iyer Manager E-301, Godavari Building, Shivdarshan Co-operative Housing Society, Plot -5, Sector-16, Sanpada, Navi Mumbai Details of Directors and KMPs of the Transferor Company 3 as on 31st March 2017: Sr. Name Designation Residential Address DIN No 1 Mr. Amit Sharma Director A-20, Niti Bagh, Ground Floor, New Delhi Mr. Edmund DiSanto Director 56, High Ridge Road, West Hartford CT, US Mr. Rajesh Madan Director D, 6/20, DLF Phase-I, Gurgaon Mr. Dinesh Kumar Jalan Company Secretary 68, Jessore Road, Diamond City (North), Building No. 13, Flat No#2A, Kolkata West Bengal. - 5 Mr. Anupam Tyagi Manager Flat 26F, Tower 2, South City, Prince Anwar Shah Road Kolkata West Bengal - India Details of Directors and KMPs of the Transferor Company 4 as on 31st March 2017: Sr. Name Designation Residential Address DIN No 1 Mr. Amit Sharma Director A-20, Niti Bagh, Ground Floor, New Delhi Mr. Edmund DiSanto Director 56, High Ridge Road, West Hartford CT, US Mr. Rajesh Madan Director D, 6/20, DLF Phase-I, Gurgaon Mr. Vatsalya Varshney Company Secretary B-143,Sector-14 Noida, Uttar Pradesh, India Mr. Sudhir Agarwal Manager 59, ESpace, Nirvana Country Sector 50 Gurgaon, Haryana India Details of Directors and KMPs of the Transferor Company 5 as on 31st March 2017: Sr. No Name Designation Residential Address DIN 1 Mr. Amit Sharma Director A-20, Niti Bagh, Ground Floor, New Delhi Mr. Edmund Disanto Director 56, High Ridge Road, West Hartford CT, US Mr. Rajesh Madan Director D, 6/20, DLF Phase-I, Gurgaon The details of the shareholding pattern of Transferee / Applicant Company and Transferor Companies as on 31 st March 2017 are as follows: Shareholding Pattern and addresses of the shareholders of Transferee Company as on 31 st March 2017: 14

17 A. Details of Equity Shareholders Serial No. Name and address of Equity Shareholders Number of shares held Face Value (in Rs.) Total Shareholding (in Rs.) Percentage of Shareholding Promoter Shareholders 1 ATC Asia Pacific Pte. Ltd. Address-One Raffles Quay, North Tower, #25-65, Singapore Mr. Amit Sharma (as a nominee of ATC Asia Pacific Pte. Ltd.) Address - A-20, Niti Bagh, Ground Floor, New Delhi Non Promoter Shareholders 337,791, ,377,913,190 51% % 3 Tata Teleservices Limited 217,638, ,176,382, % Address - Jeevan Bharati Tower I, 10th Floor, 124, Connaught Circus, New Delhi Tata Sons Limited 12,076, ,768, % Address - Bombay House, 24 Homi Mody Street, Mumbai Macquarie SBI Infrastructure Investments Pte. Limited Address - 10, Marina Boulevard, #17-01 Tower 2 Marina Bay, Financial 61,444, ,445, % Centre, Singapore IDFC Private Equity 21,081, ,814, % Fund III (acting through its Investment Manager IDFC Alternatives Limited) Address Naman Chambers, C-32, G- Block, Bandra Kurla Complex, Bandra East, Mumbai SBI Macquarie 12,303, ,034, % Infrastructure Trust Address - 92, Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra (E), Mumbai Total 662,335,939 6,623,359, % B. Details of Preference Shareholders 15

18 B. Details of Preference Shareholders Serial Name and address of the Preference Number of Face Value Total Shareholding (in No. shareholder shares held (in Rs.) Rs.) Shareholding 1 Kotak Mahindra Prime 166,666, ,666,666, % Limited Address - 27 BKC, C 27, G Block, Bandra Kurla Complex, Bandra (E), Mumbai , Maharashtra Total 166,666,666 1,666,666, % Percentage of Shareholding Pattern and addresses of the shareholders of Transferor Company 1 as on 31st March 2017: Serial No. Name and address of the Equity Shareholders (Promoters) Number of shares held Face Value (in Rs.) Total Shareholding (in Rs.) Percentage of Shareholding 1 ATC Asia Pacific Pte. Ltd. 121,258, ,212,585, % Address - One Raffles Quay, North Tower, #25-65, Singapore ATC Asia Holdings LLC % Address -The Corporation Trust Company, Corporation Trust Centre, 1209, Orange Street, Wilmington, Delaware, Total 121,258,506 1,212,585, % Shareholding Pattern and addresses of the shareholders of Transferor Company 2 as on 31st March 2017: Serial No. Name and address of the Equity Shareholders (Promoters) 1 ATC Asia Pacific Pte. Ltd. Address - One Raffles Quay, North Tower, #25-65, Singapore Number of shares held Face Value (in Rs.) Total Shareholding (in Rs.) Percentage of Shareholding 81,111, ,113, % 2 Mr. Amit Sharma (As a nominee Shareholder of ATC Asia Pacific Pte. Ltd.) % Address - A-20, Niti Bagh, Ground Floor, New Delhi Total 81,111, ,113, % Shareholding Pattern and addresses of the shareholders of Transferor Company 3 as on 31st March 2017: Serial No. Name and address of the Equity Shareholders(Promoters) 1 ATC Asia Pacific Pte. Ltd. Address - One Raffles Quay, Number of shares held 16 Face Value (in Rs.) Total Shareholding (in Rs.) 260,094, ,600,943, % Percentage of Shareholding

19 North Tower, #25-65, Singapore Mr. Amit Sharma (As a nominee % Shareholder of ATC Asia Pacific Pte. Ltd.) Address - A-20, Niti Bagh, Ground Floor, New Delhi Total 260,094,323 2,600,943, % Shareholding Pattern and addresses of the shareholders of Transferor Company 4 as on 31st March 2017: Serial No. Name and address of the Equity Shareholders (Promoters) Number of shares held Face Value (in Rs.) Total Shareholding (in Rs.) 1 Transcend Infrastructure Private 96,140, ,403, % Limited Address - 403, 4th Floor, Skyline Icon, Andheri Kurla Road Near Mittal Industrial Estate, Andheri (East) Mumbai Mumbai City MH ATC Tower Company of India % Private Limited (As a nominee Shareholder of Transcend Infrastructure Private Limited ) Address - 403, 4th Floor, Skyline Icon, Andheri Kurla Road Near Mittal Industrial Estate, Andheri (East) Mumbai Mumbai City MH Total 96,140, ,403, % Percentage of Shareholding Shareholding Pattern and addresses of the shareholders of Transferor Company 5 as on 31st March 2017: Serial No. Name and address of the Equity Shareholders(Promoters) Number of shares held Face Value (in Rs.) Total Shareholding (in Rs.) Percentage of Shareholding 1 ATC India Tower Corporation 18, , % Private Limited Address - 403, 4th Floor, Skyline Icon, Andheri Kurla Road Near Mittal Industrial Estate, Andheri (East) Mumbai Mumbai City MH Mr. Amit Sharma (As a % nominee Shareholder of ATC India Tower Corporation Private Limited ) Address - A-20, Niti Bagh, Ground Floor, New Delhi Total 18, , % 17

20 20. Statement disclosing details of Amalgamation as per sub-section 3 of Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, A. Details relating to Transferor Company 1, Transferor Company 2 and Transferor Company 3 Sr. No. Particulars ATC Tower Company of India Private Limited (Transferor Company 1) ATC India Tower Corporation Private Limited (Transferor Company 2) Transcend Infrastructure Private Limited (Transferor Company 3) (i) Details of the order of the NCLT directing the calling, convening and conducting of the meeting :- a Date of the order Order dated April 20,2017 Order dated April 20, 2017 Order dated April 20, 2017 b Date, time and venue of the Equity Shareholders meeting 27th June, 2017 at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai at 10:30 A.M. 27th June, 2017 at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai at 11:00 A.M. 27th June, 2017 at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai at 11:30 A.M. c Date, time and venue of the Preference meeting Not applicable Not applicable Not applicable (ii) Details of the Companies including a Corporate Identification Number (CIN) U64203MH2006PTC U55100MH2006PTC U70102MH2007PTC b Permanent Account Number ( PAN ) AAFCA6251P AAJCS7669H AACCT7115Q c Name of Company ATC Tower Company of India Private Limited ATC India Tower Corporation Private Limited Transcend Infrastructure Private Limited d Date of Incorporation February 22, 2006 March 22, 2006 May 15, 2007 e Type of Company Private Company Private Company Private Company f Registered Office Address 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai address satish.rao@atctower.in satish.rao@atctower.in satish.rao@atctower.in g Summary of main object as per the Memorandum of association; and Company is engaged in the business of providing passive telecom infrastructure services to Company is engaged in the business of providing passive telecom infrastructure services to Company is engaged in the business of providing passive telecom infrastructure services to 18

21 main business carried on by the Company cellular mobile telephony operators and other licensed telecom infrastructure providers in India cellular mobile telephony operators and other licensed telecom infrastructure providers in India. cellular mobile telephony operators and other licensed telecom infrastructure providers in India. h Details of change of name, Registered Office and objects of the Company during the last five years ATC Tower Company of India Private Limited was incorporated on 22nd February, 2006 under the current name and style vide Certificate of Incorporation issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Later, the Registered Office of the Company changed from the state of Delhi to the state of Haryana on 3rd August, 2011, vide Certificate of Incorporation issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. The Registered Office of the Company was changed from the state of Haryana to the state of Maharashtra on 4th January 2017, vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai. ATC India Tower Corporation Private Limited was incorporated on 22nd March, 2006, under the name and style of Shoreline Resorts Private Limited vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai. Later, its name changed to e-citi Infotech Developers Private Limited on 2nd August, Again, the Company changed its name to Xcel Telecom Private Limited on 28th December, Later, the name of the Company was changed to ATC India Tower Corporation Private Limited on 13th July, Later, the Registered Office of the Company was changed from the state of Maharashtra to Haryana on 4th July, 2011, vide Certificate of Incorporation issued by the Registrar of Companies, National Capital Territory of Delhi & Haryana. Again, the Registered Office of the Company was changed from the state of Haryana to the state of Maharashtra on 4th January, 2017, vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai. Transcend Infrastructure Private Limited was incorporated on 15th May, 2007 under the name and style of Transmission Infrastructure Company Limited vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The Certificate of Commencement of Business was issued to the Company on 22nd June, Later, its name changed to Transcend Infrastructure Limited on 16th July, Later, the Company was converted into a Private Company from a Public Company and its name was changed to Transcend Infrastructure Private Limited on 11th October, 2010 vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. Later, the Company changed its Registered Office from the state of West Bengal to Haryana on 8th July, 2011, vide Certificate of Incorporation issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently, the Registered Office of the Company was changed from the state of Haryana to the state of Maharashtra on 4th January, 2017 vide Certificate of Incorporation issued by the Registrar of Companies Mumbai. 19

22 i Name of stock exchange(s) where securities of the Company are listed, if applicable Unlisted Unlisted Unlisted j Details of capital structure Authorized, Issued, subscribed and paidup share capital As per Para 4 of the Explanatory Statement As per Para 5 of the Explanatory Statement As per Para 6 of the Explanatory Statement k Names of the Promoters and directors along with their addresses As per Para 18 and 19 of the Explanatory Statement. As per Para 18 and 19 of the Explanatory Statement. As per Para 18 and 19 of the Explanatory Statement. (iii) If the scheme of Amalgamation relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of Amalgamation, including holding, subsidiary or associate companies As per Para 9 (a) of the Explanatory Statement. As per Para 9 (a) of the Explanatory Statement. As per Para 9 (a) of the Explanatory Statement. (iv) The date of board meeting at which the scheme was approved by the board of directors including the name of directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution The meeting was attended by all the Directors and the resolution was passed unanimously on March 30, 2017 The meeting was attended by all the Directors and the resolution was passed unanimously on March 30, 2017 The meeting was attended by all the Directors and the resolution was passed unanimously on March 30, 2017 (v) Explanatory Statement disclosing details of the scheme of Amalgamation including:- a Parties involved in the Scheme of Amalgamation ATC Telecom Infrastructure Private Limited - Transferee Company ATC Tower Company Of India Private Limited Transferor Company 1 ATC India Tower Corporation Private Limited - Transferor Company 2 Transcend Infrastructure Private Limited Transferor Company 3 ATC Telecom Tower Corporation Private Limited Transferor Company 4 20

23 and McCoy Developers Private Limited Transferor Company 5 and their respective shareholders b In case of amalgamation or merger, i. Appointed Date April 1, 2016 ii. Effective Date "Effective Date" means the date on which the last of the approvals or events specified under Clause 14 of the Scheme are obtained or have occurred or the requirement of which has been waived (to the extent permitted under applicable law) and the provisions of the Scheme are made effective with effect from the Appointed Date. References herewith "the coming into effect of this Scheme" or "this Scheme becoming effective" shall mean the Scheme coming into effect or becoming effective on the Effective Date with effect from the Appointed Date. iii. Share Exchange Ratio and other considerations, if any 6,985 Equity Shares of Rs.10 each for every 100,000 Equity shares of Rs.10 each of ATC Tower Company of India Private Limited (Transferor Company1) 111,410 Equity Shares of Rs.10 each for every 100,000 Equity shares of Rs.10 each of ATC India Tower Corporation Private Limited (Transferor Company2) 65,800 Equity Shares of Rs.10 each for every 100,000 Equity shares of Rs.10 each of Transcend Infrastructure Private Limited (Transferor Company3) (against 18,59,38,374 Equity Shares) and 142,128 Compulsorily Convertible Debentures (CCDs) of Rs. 100 each for every 100,000 Equity shares of Rs.10 each of Transcend Infrastructure Private Limited (Transferor Company3) (against balance 7,41,55,948 Shares) c Summary of Valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at registered office of the Company Refer Annexure B for Valuation Report The same is available for inspection at the Registered Office of the Company on all working days, except Saturdays, Sundays and Public Holidays, during business hours from Monday to Friday between a.m. to 1.00 p.m. upto one day prior to the date of the meeting. Refer Annexure B for Valuation Report The same is available for inspection at the Registered Office of the Company on all working days, except Saturdays, Sundays and Public Holidays, during business hours from Monday to Friday between a.m. to 1.00 p.m. upto one day prior to the date of the meeting. Refer Annexure B for Valuation Report The same is available for inspection at the Registered Office of the Company on all working days, except Saturdays, Sundays and Public Holidays, during business hours from Monday to Friday between a.m. to 1.00 p.m. upto one day prior to the date of the meeting. d Details of capital or debt restructuring, if any Nil Nil Nil 21

24 e f Rationale for the Scheme of Amalgamation Benefits of the amalgamation as perceived by the Board of directors to the company, members, creditors and others (as applicable) Refer Para 2 of introduction to the Scheme. Also refer Para 9 of the Explanatory Statement. As provided in the rationale for Amalgamation in Para 2 of introduction to the Scheme and Para 9 of the Explanatory Statement. g Amount due to Unsecured and Secured Creditors as of 28 th February 2017 Unsecured Creditors - Rs.86,783,375 Secured Creditors Nil Unsecured Creditors - Rs.1,666,466,074 Secured Creditors Nil Unsecured Creditors - Rs.20,921,321 Secured Creditors Nil (vi) Disclosure about effect of the Scheme of Amalgamation on a Key Managerial Personnel (KMP) (other than Directors) No Effect No Effect No Effect b Directors No Effect No Effect No Effect c Promoters Direct shareholding in the Transferee Company as per share exchange ratio Direct shareholding in the Transferee Company as per share exchange ratio Direct shareholding in the Transferee Company as per share exchange ratio Shareholders will hold 105,396,365 Compulsorily Convertible Debentures (CCDs) of Rs. 100 each fully paid up in the Transferee Company d Non-Promoter Not Applicable Not Applicable Not Applicable e Preference Shareholders Not Applicable Not Applicable Not Applicable f Depositors Not Applicable Not Applicable Not Applicable g Creditors Creditors shall become the creditors of the Transferee Company and will be paid off in the ordinary course of Business. Inter-company creditors would get cancelled. Creditors shall become the creditors of the Transferee Company and will be paid off in the ordinary course of Business. Inter-company creditors would get cancelled. Creditors shall become the creditors of the Transferee Company and will be paid off in the ordinary course of Business. Inter-company creditors would get cancelled. h Debenture holders Not Applicable Not Applicable Not Applicable 22

25 i Deposit trustee & Debenture trustee Not Applicable Not Applicable Not Applicable j Employees of the company No effect as employees will become employees of the Transferee Company No effect as employees will become employees of the Transferee Company No effect as employees will become employees of the Transferee Company (vii) Disclosure about effect of Scheme of Amalgamation on material interest of Directors, Key Managerial Personnel (KMP) and debenture trustee Directors Key Managerial Personnel The Directors and/ or KMPs of Company may be deemed to be concerned and/or interested in the Scheme to the extent the said Directors are common Directors in the companies, or to the extent the said Directors or KMPs are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold/ may be allotted shares as a nominee or as a Trustee in any of the Companies. The Directors and/ or KMPs of Company may be deemed to be concerned and/or interested in the Scheme to the extent the said Directors are common Directors in the companies, or to the extent the said Directors or KMPs are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold/ may be allotted shares as a nominee or as a Trustee in any of the Companies. The Directors and/ or KMPs of Company may be deemed to be concerned and/or interested in the Scheme to the extent the said Directors are common Directors in the companies, or to the extent the said Directors or KMPs are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold/ may be allotted shares as a nominee or as a Trustee in any of the Companies. Debenture Trustee Not Applicable Not Applicable Not Applicable (viii) Investigation or proceedings, if any, pending against the company under the Act Nil Nil Nil (ix) Details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or inspection by the members and creditors, namely: a b c Latest Audited Financial Statements of the Company Copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with Copy of Scheme of Amalgamation Available at Registered Office of the Applicant Company between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting. Available at Registered Office of the Applicant Company between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting. Enclosed as Annexure A to the Notice. Also available at Registered Office of the Applicant Company between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays 23

26 d Contracts or Agreements material to the Scheme of Amalgamation and Public Holidays, up to 1 (one) day prior to the date of the meeting. Also available at the office of Advocate of Company, M/s Hemant Sethi & Co. at 1602, Nav Parmanu, Behind Amar Cinema, Chembur, Mumbai There were no contracts or agreements material to the Scheme of Amalgamation. e f (x) The certificate issued by the Auditor of the company to the effect that the accounting treatment, if any, proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013; and Such other information or documents as the Board or Management believes necessary and relevant for making decision things for or against the scheme Details of approvals, Sanctions no objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed Scheme of Amalgamation Available at Registered Office of the Applicant Company between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting. Refer Para 21(c) of the Explanatory Statement. A notice under Section 6(2) of the Competition Act, 2002 was filed with Competition Commission of India on 10th November, Thereafter, the Competition Commission of India by its order dated 30th December 2015 as rectified vide order dated 9th February 2016, approved the proposed combination under Section 31(1) of the Competition Act, The Transferee Company has filed an application dated 31 st March, 2017 to Foreign Investment Promotion Board (FIPB) for obtaining the approval of FIPB for issue of shares and CCDs to the foreign shareholders of the Transferor Companies, pursuant to the merger of the Transferor Companies with the Transferee Company. As on date, the approval of the FIPB is pending. Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government, Registrar of Companies, Regional Director, Income Tax Authorities, Department of Telecom and Reserve Bank of India. The Companies or any of them would obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required. 24

27 (xi) A statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means Members to whom the Notice is sent may vote in the meeting either in person or by proxies B. Details relating to Transferor Company 4, Transferor Company 5 and Transferee Company Sr. No. Particulars ATC Telecom Tower Corporation Private Limited (Transferor Company4) McCoy Developers Private Limited (Transferor Company5) ATC Telecom Infrastructure Private Limited (Transferee Company) (i) Details of the order of the NCLT directing the calling, convening and conducting of the meeting :- a Date of the order Order dated April 20,2017 Order dated April 20, 2017 Order dated April 20, 2017 b Date, time and venue of the Equity Shareholders meeting 27th June, 2017 at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai at 12:00 P.M. 27th June, 2017 at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai at 12:30 P.M. 27th June, 2017 at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai at 2.00 P.M. c Date, time and venue of the Preference Shareholders meeting Not applicable Not applicable 27th June, 2017 at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai at 2:30 P.M. (ii) Details of the Companies including a Corporate Identification Number (CIN) U72200MH2003PTC U45200MH2005PTC U72200MH2004PTC b Permanent Account Number ( PAN ) AAECA9823E AAECM5105F AACCT1282E c Name of Company ATC Telecom Tower Corporation Private Limited McCoy Developers Private Limited ATC Infrastructure Limited Telecom Private d Date of Incorporation June 9, 2003 December 21, 2005 March 22,

28 e Type of Company Private Company Private Company Private Company f Registered Office Address 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai address satish.rao@atctower.in satish.rao@atctower.in geetapuri.seth@atctowerin g Summary of main object as per the Memorandum of association; and main business carried on by the Company Company is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India Company does not have any operations currently. Company is engaged in the business of, amongst other things, building, developing, maintaining, supplying, operating, managing and dealing in services, facilities and infrastructure in connection with or ancillary to telecommunication h Details of change of name, Registered Office and objects of the Company during the last five years ATC Telecom Tower Corporation Private Limited was incorporated on 9th June, 2003 under the name and style of Online Lottery Software Solutions (India) Private Limited vide Certificate of Incorporation issued by the Registrar of Companies Mumbai. Later, the name was changed to Aegis CRM Solutions Private Limited on 7th January Again, the Company changed its name to Telecom Tower & Infrastructure Private Limited on 23rd February, Subsequently the name was changed to Essar Telecom Infrastructure Private Limited vide Certificate of Incorporation issued on 25th January, Again, the Company changed its name to ATC Telecom Tower Corporation Private Limited vide Certificate of Incorporation issued McCoy Developers Private Limited was incorporated on 21st December, 2005, under the current name and style vide Certificate of Incorporation issued by the Registrar of Companies Mumbai. Later, the Company changed its Registered Office from the state of Maharashtra to Haryana on 4th July, 2011, vide Certificate of Incorporation issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Again, the Registered Office of the Company was changed from the state of Haryana to the state of Maharashtra on 4th January,2017 vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai. ATC Telecom Infrastructure Private Limited was incorporated on 22nd March, 2004 under the name and style of Tata Tele Info Limited vide Certificate of Incorporation issued by the Registrar of Companies, Andhra Pradesh. The Certificate of Commencement of Business was issued to the Company on 12th April, Later, its name changed to Wireless- TT Info Services Limited on 31st March, Again, the Company changed its name to Viom Networks Limited on 10th August, Later, the Company changed its registered office from the State of Andhra Pradesh to the National Capital Territory of Delhi vide Certificate of Registration issued on 13th December, 2011, by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Again, the Company changed its name to ATC Telecom Infrastructure 26

29 on 7th December, 2010 by the Registrar of Companies Mumbai. Later, the Company changed its Registered Office from the state of Maharashtra to Haryana on 12th August, 2011, vide Certificate of Incorporation issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Again, the Company changed its Registered Office from the state of Haryana to Maharashtra on 4th January, 2017, vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai. Limited on 25th May, Later, the Company was converted from a Public Limited Company to a Private Limited Company and its name was changed to ATC Telecom Infrastructure Private Limited on 7th June, 2016 vide Certificate of Incorporation issued by the Registrar of Companies, NCT of Delhi & Haryana. Later, the Registered Office of the Company was shifted from the National Capital Territory of Delhi to the State of Maharashtra on 5th January, 2017, vide Certificate of Registration issued by the Registrar of Companies, Mumbai. i Name of stock exchange(s) where securities of the Company are listed, if applicable Unlisted Unlisted Unlisted j Details of capital structure - Authorized, Issued, subscribed and paidup share capital As per Para 7 of the Explanatory Statement As per Para 8 of the Explanatory Statement As per Para 3 of the Explanatory Statement k Names of the Promoters and directors along with their addresses As per Para 18 and 19 of the Explanatory Statement. As per Para 18 and 19 of the Explanatory Statement. As per Para 18 and 19 of the Explanatory Statement. (iii) If the scheme of Amalgamation relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of Amalgamation, including holding, subsidiary or associate companies As per Para 9 (a) of the Explanatory Statement. As per Para 9 (a) of the Explanatory Statement. As per Para 9 (a) of the Explanatory Statement. 27

30 (iv) The date of board meeting at which the scheme was approved by the board of directors including the name of directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution The meeting was attended by all the Directors and the resolution was passed unanimously on March 30, 2017 The meeting was attended by all the Directors and the resolution was passed unanimously on March 30, 2017 The meeting was attended by all the Directors except Mr. Edmund DiSanto and the resolution was passed unanimously on March 2, 2017 (v) Explanatory Statement disclosing details of the scheme of Amalgamation including:- a Parties involved in the Scheme of Amalgamation ATC Telecom Infrastructure Private Limited - Transferee Company ATC Tower Company Of India Private Limited Transferor Company 1 ATC India Tower Corporation Private Limited - Transferor Company 2 Transcend Infrastructure Private Limited Transferor Company 3 ATC Telecom Tower Corporation Private Limited Transferor Company 4 and McCoy Developers Private Limited Transferor Company 5 and their respective shareholders b In case of amalgamation or merger, i. Appointed Date April 1, 2016 ii. Effective Date "Effective Date" means the date on which the last of the approvals or events specified under Clause 14 of the Scheme are obtained or have occurred or the requirement of which has been waived (to the extent permitted under applicable law) and the provisions of the Scheme are made effective with effect from the Appointed Date. References herewith "the coming into effect of this Scheme" or "this Scheme becoming effective" shall mean the Scheme coming into effect or becoming effective on the Effective Date with effect from the Appointed Date. iii. Share Exchange Ratio and other considerations, if any No shares are to be issued since the entire share capital of ATC Telecom Tower Corporation Private Limited (Transferor Company 4) is held by Transcend Infrastructure Private Limited (Transferor Company 3). No shares are to be issued since the entire share capital of McCoy Developers Private Limited (Transferor Company 5) is held by ATC India Tower Corporation Private Limited (Transferor Company 2). Not applicable being a Transferee Company. c Summary of Valuation report (if applicable) including basis of valuation and fairness opinion Refer Annexure B for Valuation Report The same is available for inspection at the Refer Annexure B for Valuation Report The same is available for inspection at the Refer Annexure B for Valuation Report The same is available for inspection at the 28

31 of the registered valuer, if any, and the declaration that the valuation report is available for inspection at registered office of the Company Registered Office of the Company on all working days, except Saturdays, Sundays and Public Holidays, during business hours from Monday to Friday between a.m. to 1.00 p.m. upto one day prior to the date of the meeting. Registered Office of the Company on all working days, except Saturdays, Sundays and Public Holidays, during business hours from Monday to Friday between a.m. to 1.00 p.m. upto one day prior to the date of the meeting. Registered Office of the Company on all working days, except Saturdays, Sundays and Public Holidays, during business hours from Monday to Friday between a.m. to 1.00 p.m. upto one day prior to the date of the meeting. d e f Details of capital or debt restructuring, if any Rationale for the Scheme of Amalgamation Benefits of the amalgamation as perceived by the Board of directors to the company, members, creditors and others (as applicable) Nil Nil Nil Refer Para 2 of introduction to the Scheme. Also refer Para 9 of the Explanatory Statement. As provided in the rationale for Amalgamation in Para 2 of introduction to the Scheme and Para 9 of the Explanatory Statement. g Amount due to Unsecured and Secured Creditors as of 28 th February 2017 Unsecured Creditors - Rs.640,314,305 Secured Creditors - Nil Unsecured Creditors - Rs.1,148,360 Secured Creditors Nil Unsecured Creditors - Rs.9,580,363,973 Secured Creditors Rs. 34,870,521,578 (vi) Disclosure about effect of the Scheme of Amalgamation on a Key Managerial Personnel (KMP) (other than Directors) No Effect No Effect No Effect b Directors No Effect No Effect No Effect c Promoters Not applicable being wholly owned subsidiary of the Transferor Company 3 d Non-promoter members Not Applicable Not applicable being wholly owned subsidiary of the Transferor Company 2 Not Applicable Refer Annexure O for Pre and Post Amalgamation Equity shareholding pattern of Transferee Company e Preference Shareholder Not Applicable Not Applicable No Effect f Depositors Not Applicable Not Applicable Not Applicable g Creditors Creditors shall become Creditors shall become No Effect 29

32 the creditors of the Transferee Company and will be paid off in the ordinary course of Business. Inter-company creditors would get cancelled. the creditors of the Transferee Company and will be paid off in the ordinary course of Business. Inter-company creditors would get cancelled. h Debenture holders Not Applicable Not Applicable No Effect i Deposit trustee & Debenture trustee Not Applicable Not Applicable No Effect j Employees of the company No effect as employees will become employees of the Transferee Company No effect as employees will become employees of the Transferee Company No effect (vii) Disclosure about effect of Scheme of Amalgamation on material interest of Directors, Key Managerial Personnel (KMP) and debenture trustee Directors Key Managerial Personnel The Directors and/ or KMPs of Company may be deemed to be concerned and/or interested in the Scheme to the extent the said Directors are common Directors in the companies, or to the extent the said Directors or KMPs are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold/ may be allotted shares as a nominee or as a Trustee in any of the Companies. The Directors and/ or KMPs of Company may be deemed to be concerned and/or interested in the Scheme to the extent the said Directors are common Directors in the companies, or to the extent the said Directors or KMPs are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold/ may be allotted shares as a nominee or as a Trustee in any of the Companies. The Directors and/ or KMPs of Company may be deemed to be concerned and/or interested in the Scheme to the extent the said Directors are common Directors in the companies, or to the extent the said Directors or KMPs are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold/ may be allotted shares as a nominee or as a Trustee in any of the Companies. Debenture Trustee Not Applicable Not Applicable No Effect (viii) Investigation or proceedings, if any, pending against the company under the Act Nil Nil Nil (ix) Details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or inspection by the members and creditors, namely: a Latest Audited Financial Statements of the Company Available at Registered Office of the Applicant Company between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting. 30

33 b c d e f (x) Copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with Copy of Scheme of Amalgamation Contracts or Agreements material to the Scheme of Amalgamation The certificate issued by the Auditor of the company to the effect that the accounting treatment, if any, proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013; and Such other information or documents as the Board or Management believes necessary and relevant for making decision things for or against the scheme Details of approvals, Sanctions no objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed Scheme of Amalgamation Available at Registered Office of the Applicant Company between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting. Enclosed as Annexure A to the Notice. Also available at Registered Office of the Applicant Company between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting. Also available at the office of Advocate of Company, M/s Hemant Sethi & Co. at 1602, Nav Parmanu, Behind Amar Cinema, Chembur, Mumbai There were no contracts or agreements material to the Scheme of Amalgamation. Available at Registered Office of the Applicant Company between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting. Refer Para 21(c) of the Explanatory Statement. A notice under Section 6(2) of the Competition Act, 2002 was filed with Competition Commission of India on 10th November, Thereafter, the Competition Commission of India by its order dated 30th December 2015 as rectified vide order dated 9th February 2016, approved the proposed combination under Section 31(1) of the Competition Act, The Transferee Company has filed an application dated 31 st March, 2017 to Foreign Investment Promotion Board (FIPB) for obtaining the approval of FIPB for issue of shares and CCDs to the foreign shareholders of the Transferor Companies, pursuant to the merger of the Transferor Companies with the Transferee Company. As on date, the approval of the FIPB is pending. Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government, Registrar of Companies, Regional Director, Income Tax Authorities, Department of Telecom and Reserve Bank of India. The Companies or any of them would obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required. 31

34 (xi) A statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means Members to whom the Notice is sent may vote in the meeting either in person or by proxies 21. General: a) The rights and interests of the Equity Shareholders, Preference Shareholders, Secured and Unsecured Creditors (if any) of Transferor Companies and the Transferee Company will not be prejudicially affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner. b) There are no winding up proceedings pending against the Transferor Companies or the Transferee Company as of date. c) The following additional documents will be open for inspection to the equity shareholders of the Applicant Company at its Registered Office between 11:00 a.m. to 01:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 ( one) day prior to the date of the meeting : i. Copy of the final order passed by NCLT in CSA No. 502 of 2017, dated 20 th day of April 2017, directing Transferor Company 1 to convene the meetings of its equity shareholders, along with the copy of Application and Annexures thereto filed with NCLT; ii. Copy of the final order passed by NCLT in CSA No. 506 of 2017, dated 20 th day of April 2017, directing Transferor Company 2 to convene the meetings of its equity shareholders, along with the copy of Application and Annexures thereto filed with NCLT; iii. Copy of the final order passed by NCLT in CSA No. 501 of 2017, dated 20 th day of April 2017, directing Transferor Company 3 to convene the meetings of its equity shareholders, along with the copy of Application and Annexures thereto filed with NCLT; iv. Copy of the final order passed by NCLT in CSA No. 504 of 2017, dated 20 th day of April 2017, directing Transferor Company 4 to convene the meetings of its equity shareholders, along with the copy of Application and Annexures thereto filed with NCLT; v. Copy of the final order passed by NCLT in CSA No. 503 of 2017, dated 20 th day of April 2017, directing Transferor Company 5 to convene the meetings of its equity shareholders, along with the copy of Application and Annexures thereto filed with NCLT; vi. Copy of the final order passed by NCLT in CSA No. 505 of 2017, dated 20 th day of April 2017, directing Transferee Company to convene the meetings of its equity shareholders and preference shareholders, along with the copy of Application and Annexures thereto filed with NCLT; vii. Copy of the Memorandum and Articles of Association of the Transferor Companies and the Transferee Company; viii. Copy of the audited financial statements of the Transferor Companies and the Transferee Company for the financial years ended 31 st March 2016; ix. Copy of the Supplementary Condensed Financial Statements of the Transferor Companies for the period ended 31 st December 2016; x. Copy of the Supplementary Condensed Financial Statements (along with the Auditor s review report) of the Transferee Company for the period ended 31st December 2016; xi. Copy of the Register of Directors and Shareholders of the Applicant Company; xii. Copy of Valuation Report on recommendation of share exchange ratio dated 19 th August, 2016 obtained from M/s. S.R. Batliboi & Co., LLP, Chartered Accountants; xiii. Copy of the resolution dated 2 nd March 2017, passed by the Board of Directors of the Transferee Company, approving the Scheme; xiv. Copy of the resolution dated 30 th March 2017, passed by the Board of Directors of the Transferor Companies, approving the Scheme; xv. Copy of the Statutory Auditors certificate dated 31 st March 2017 issued by M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, to the Transferee Company, certifying the Accounting Treatment 32

35 xvi. contained in the Scheme is in accordance with the Accounting Standards notified under Section133 of the Companies Act, 2013; and Copy of the Scheme d) A copy of the Scheme, Explanatory Statement and Form of Proxy may be obtained free of charge on any working day (except Saturdays, Sundays and Public Holidays) from the Registered Office of Applicant Company or / and at the office of its Advocate, M/s Hemant Sethi & Co. at 1602, Nav Parmanu, Behind Amar Cinema, Chembur, Mumbai e) This statement may be treated as an Explanatory Statement under Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, Dated 17 th May 2017 Place: Mumbai For ATC Telecom Infrastructure Private Limited Sd/- Amit Sharma Chairman appointed for the Meeting 33

36 Annexure - A SCHEME OF AMALGAMATION AMONG ATC TOWER COMPANY OF INDIA PRIVATE LIMITED AND ATC INDIA TOWER CORPORATION PRIVATE LIMITED AND TRANSCEND INFRASTRUCTURE PRIVATE LIMITED AND ATC TELECOM TOWER CORPORATION PRIVATE LIMITED AND MCCOY DEVELOPERS PRIVATE LIMITED AND ATC TELECOM INFRASTRUCTURE PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS 34

37 Annexure - A INTRODUCTION PREAMBLE This scheme of amalgamation is presented under the provisions of Sections and other relevant provisions of the Companies Act, 2013, as may be applicable, read with Sections 2(1B) of the Income Tax, 1961, as may be applicable, for the amalgamation of ATC Tower Company of India Private Limited, ATC India Tower Corporation Private Limited, Transcend Infrastructure Private Limited, ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited with ATC Telecom Infrastructure Private Limited. In addition, this scheme of amalgamation also provides for various other matters consequential or otherwise integrally connected herewith. ATC Tower Company of India Private Limited, ATC India Tower Corporation Private Limited, Transcend Infrastructure Private Limited, ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited are hereinafter collectively referred to as the ATC Indian Entities or the Transferor Companies and each individually as an ATC Indian Entity or a Transferor Company. ATC Telecom Infrastructure Private Limited is hereinafter referred to as the Transferee Company. RATIONALE FOR THE SCHEME OF AMALGAMATION The American Tower Corporation group (the ATC Group ), through one of its group entities in Singapore i.e., ATC Asia Pacific Pte. Ltd, had acquired a 51% stake in ATC Telecom Infrastructure Private Limited (formerly known as Viom Networks Limited) on April 21, 2016, which is engaged in same line of business as the ATC Indian Entities (each of which is wholly owned by the ATC Group). The management of the Transferor Companies and the management of the Transferee Company (which includes representatives of shareholders outside of ATC Group that hold a 49% stake in the Transferee Company) believe that the businesses of the Transferor Companies and the Transferee Company require a combined management focus, business strategies and synergies. With a view to achieving the above, it was agreed between the shareholders of each of the Transferor Companies and the continuing shareholders of the Transferee Company, to consolidate the business of the Transferor Companies and the Transferee Company which would benefit the respective companies and their stakeholders. The proposed amalgamation will also: 35

38 Annexure - A a. enable consolidation of the business and operations of the Transferor Companies and the Transferee Company which will provide significant impetus to growth, enable synergies, reduce operational costs, increase operational efficiencies and greater focus and enable optimal utilization of various resources as the Transferor Companies and the Transferee Company are engaged in the same line of business; b. lead to a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company and also avoid duplication of administrative functions and eliminate multiple record-keeping; and c. be in the best interests of the shareholders (including shareholders outside of ATC Group holding 49% stake in the Transferee Company), creditors, employees and other stakeholders of each of the Transferor Companies and the Transferee Company, as it would result in consolidation of the enhanced market value and market share of the Transferor Companies along with the Transferee Company and would result in enhancement of shareholder value and would enable the management of the Transferee Company to vigorously further pursue revenue growth and expansion opportunities. In view of the abovementioned reasons, it is considered desirable and expedient to implement the proposed scheme of amalgamation. PARTS OF THE SCHEME This Scheme (as defined hereinafter) is divided into the following parts: PART I deals with Recitals, Definitions and Share Capital. PART II deals with amalgamation of the Transferor Companies with the Transferee Company. PART III deals with the reorganization of the share capital, the discharge of consideration for the amalgamation of the Transferor Companies with the Transferee Company and accounting treatment in the books of the Transferee Company. Part IV deals with the general terms and conditions applicable to the Scheme (as defined hereinafter). 36

39 Annexure - A PART I RECITALS, DEFINITIONS AND SHARE CAPITAL AMALGAMATION OF THE TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY WHEREAS: A. ATC Tower Company of India Private Limited ( ATC TCI or the Transferor Company 1 ) is a company incorporated on February 22, 2006 under the provisions of the Companies Act, 1956 and has its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai ATC TCI is registered with the Department of Telecommunications, Ministry of Communications and Information Technology, Government of India ( DoT ) as Infrastructure Provider Category I (IP-I Infrastructure provider). ATC TCI is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India. B. ATC India Tower Corporation Private Limited ( ATC ITC or the Transferor Company 2 ) is a company incorporated on March 22, 2006 under the provisions of the Companies Act, 1956 and has its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai ATC ITC is registered with the DoT as Infrastructure Provider Category I (IP-I Infrastructure provider). ATC ITC is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India. C. Transcend Infrastructure Private Limited ( TIPL or the Transferor Company 3 ) is a company incorporated on May 15, 2007 under the provisions of Companies Act, 1956 and has its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai TIPL is registered with the DoT as Infrastructure Provider Category I (IP-I Infrastructure provider). TIPL is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India. D. ATC Telecom Tower Corporation Private Limited ( ATC TTC or the Transferor Company 4 ) is a company incorporated on June 9, 2003 under the provisions of the Companies Act, 1956 and has its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai ATC TTC 37

40 Annexure - A is registered with DoT as Infrastructure Provider Category I (IP-I Infrastructure provider). ATC TTC is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India. E. McCoy Developers Private Limited ( McCoy or the Transferor Company 5 ) is a company incorporated on December 21, 2005 under the provisions of the Companies Act, 1956 and has its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai McCoy was earlier registered with DoT as Infrastructure Provider Category - I (IP-I Infrastructure provider) which registration was surrendered by McCoy with effect from May 31, As of now, McCoy does not have any operations. F. ATC Telecom Infrastructure Private Limited ( ATC TIPL or the Transferee Company ) is a company incorporated on March 22, 2004 under the provisions of the Companies Act, 1956 and has its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai ATC TIPL is registered with the DoT as Infrastructure Provider Category I (IP-I Infrastructure provider). ATC TIPL is engaged in the business of, amongst other things, building, developing, maintaining, supplying, operating, managing and dealing in services, facilities and infrastructure in connection with or ancillary to telecommunication systems. G. It is now proposed to, amongst other things, amalgamate the Transferor Companies with the Transferee Company, pursuant to a Tribunal sanctioned scheme of amalgamation under Sections of the 2013 Act (as defined hereinafter), and/ or other relevant provisions of the Act (as defined hereinafter) with effect from the Appointed Date, in the manner provided for in the Scheme (as defined hereinafter). H. The amalgamation of the Transferor Companies with the Transferee Company pursuant to, and in accordance with, this Scheme (as defined hereinafter) shall be in accordance with Section 2(1B) of the IT Act (as defined hereinafter). 1. DEFINITIONS In this Scheme (as defined hereinafter), unless repugnant to the meaning or context thereof, the following expressions shall have the meaning mentioned herein below: Act means the Companies Act, Act means the Companies Act, 2013 to the extent notified and in force. 38

41 Annexure - A 1.3. Act means the 1956 Act or the 2013 Act, as may be applicable, and the rules, regulations, circulars and notifications issued respectively under the 1956 Act or the 2013 Act (as the case may be), and each of the foregoing as amended, substituted or reenacted any from time to time and to the extent in force Appointed Date means April 1, Board of Directors in relation to each of the Transferor Companies and/or the Transferee Company, as the case may be, shall mean its respective Board of Directors, and unless it is repugnant to the context or otherwise, shall include committee of directors or any person authorised by the Board of Directors or such committee of directors "Effective Date" means the date on which the last of the approvals or events specified under Clause 14 are obtained or have occurred or the requirement of which has been waived (to the extent permitted under applicable law) and the provisions of the Scheme (as defined hereinafter) are made effective with effect from the Appointed Date. References herewith "the coming into effect of this Scheme" or "this Scheme becoming effective" shall mean the Scheme coming into effect or becoming effective on the Effective Date with effect from the Appointed Date IT Act means the Income Tax Act, 1961, as amended or any statutory modification/ re-enactment thereof NCLT or Tribunal means the National Company Law Tribunal, Mumbai Bench "Passive Infrastructure Assets" shall include without limitation all: (a) present and future wireless and broadcast towers and tower sites that host or assist in the operation of plant and equipment used for transmitting telecommunication signals, being towers and tower sites situated in India that are owned by or vested in each of the Transferor Companies and include, without limitation, any and all towers under construction; (b) rights, title, deposits (including, without limitation, deposits placed with landlords, electricity boards and transmission companies) and interests in, or over, the land or property on which such towers and tower sites have been constructed or erected or installed; (c) current assets relating to such towers and tower sites whether' movable, immovable or incorporeal; (d) plant and equipment customarily treated by telecommunications operators as forming part of the Passive Infrastructure Assets, including, without limitation, the electricity power connections, utilities, diesel generator sets, batteries, power management systems, air conditioners, shelters and all associated civil and electrical works; 39

42 Annexure - A (e) permits, licenses, approvals, registrations, quotas, incentives, powers, authorities, allotments, consents, rights, benefits, advantages, municipal permissions, powers of every kind, nature and description whatsoever, whether from government bodies or otherwise, pertaining to or relating to the aforesaid; and (f) copyrights, trademarks, designs, service marks, brand names, logos, patents and other intellectual property rights of whatsoever nature and the goodwill arising therefrom. (g) customer contracts, advantages of tower network capacity and goodwill arising from all of the above mentioned intangible assets "Record Date" means the date to be fixed by the Board of Directors of the Transferee Company for the purpose of determining the equity shareholders of each of the Transferor Companies, to whom shares or Compulsorily Convertible Debentures ( CCDs ), as the case may be, of the Transferee Company will be allotted pursuant to the Scheme Scheme or Scheme of Amalgamation means this Scheme of Amalgamation among each of the Transferor Companies and the Transferee Company and their respective shareholders in accordance with the provisions hereof pursuant to the provisions of Sections of 2013 Act and/or other relevant provisions of the Act Transferee Company means ATC Telecom Infrastructure Private Limited Transferor Companies means Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4 and Transferor Company 5, collectively Transferor Company 1 means ATC Tower Company of India Private Limited, a company incorporated on February 22, 2006 under the provisions of the Companies Act, 1956 and having its registered office 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , and includes all: (a) assets (including Passive Infrastructure Assets), whether moveable or immoveable, whether leasehold or freehold, including all rights, title, interest, claims, covenants, undertakings of the Transferor Company 1; (b) investments, receivables, loans and advances, including accrued interest thereon, all advance payments, earnest monies and/or security deposits, payment against warrants, if any, or other entitlements of the Transferor Company 1; (c) debts, borrowings and liabilities, whether present or future, whether secured or unsecured of the Transferor Company 1; 40

43 Annexure - A (d) permits, grants, allotments, recommendations, approvals, consents, quotas, rights, authorisations, entitlements, registrations., no-objection certificates and licenses, including but not limited to those relating to Infrastructure Provider Category-1 (IP-1) registrations, approvals from state electricity boards, pollution control boards (including any consents to operate), municipalities and gram panchayats, clearances from Standing Advisory Committee on Radio Frequency Allocation, DoT, tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, approvals, grants, allotments, recommendations, clearances, tenancies, offices, privileges of the Transferor Company 1; (e) taxes of any nature, tax credits (including, but not limited to, credits in respect of income tax (including carry forward tax losses comprising of unabsorbed depreciation), tax deducted at source, sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax credit) of the Transferor Company 1; (f) benefits of all contracts, agreements, tenders, bids, experience and/or performance statements and all other rights including lease rights and licenses, powers and facilities of every kind and description whatsoever of the Transferor Company 1; (g) copyrights, trademarks, service marks, brand names, logos, patents, design and other intellectual property rights of whatsoever nature and the goodwill arising therefrom of the Transferor Company 1, whether registered, unregistered or pending registration; (h) customer contracts, advantages of tower network capacity and goodwill arising from all of the above mentioned intangible assets. (i) employees of the Transferor Company 1; (j) legal, tax, regulatory, quasi-judicial, administrative proceedings, suits, appeal, applications or other proceedings of whatsoever nature initiated by or against the Transferor Company 1; and (k) books, record files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, designs, catalogues, quotations, websites, cloud storage, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records whether in physical form or electronic form or in any other form in connection with or relating to the Transferor Company Transferor Company 2 means ATC India Tower Corporation Private Limited, a company incorporated on March 22, 2006 under the provisions of the Companies Act, 1956 and having its registered office at 403, 4th Floor, Skyline Icon, Near Mittal 41

44 Annexure - A Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , and includes all: (a) assets (including Passive Infrastructure Assets), whether moveable or immoveable, whether leasehold or freehold, including all rights, title, interest, claims, covenants, undertakings of the Transferor Company 2; (b) investments, receivables, loans and advances, including accrued interest thereon, all advance payments, earnest monies and/or security deposits, payment against warrants, if any, or other entitlements of the Transferor Company 2; (c) debts, borrowings and liabilities, whether present or future, whether secured or unsecured of the Transferor Company 2; (d) permits, grants, allotments, recommendations, approvals, consents, quotas, rights, authorisations, entitlements, registrations, no-objection certificates and licenses, including but not limited to those relating to Infrastructure Provider Category-1 (IP-1) registrations, approvals from state electricity boards, pollution control boards (including any consents to operate), municipalities and gram panchayats, clearances from Standing Advisory Committee on Radio Frequency Allocation, DoT, tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, approvals, grants, allotments, recommendations, clearances, tenancies, offices, privileges of the Transferor Company 2; (e) taxes of any nature, tax credits (including, but not limited to, credits in respect of income tax (including carry forward tax losses comprising of unabsorbed depreciation), tax deducted at source, sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax credit) of the Transferor Company 2; (f) benefits of all contracts, agreements, tenders, bids, experience and/or performance statements and all other rights including lease rights and licenses, powers and facilities of every kind and description whatsoever of the Transferor Company 2; (g) copyrights, trademarks, service marks, brand names, logos, patents, design and other intellectual property rights of whatsoever nature and the goodwill arising therefrom of the Transferor Company 2, whether registered, unregistered or pending registration; (h) customer contracts, advantages of tower network capacity and goodwill arising from all of the above mentioned intangible assets. (i) employees of the Transferor Company 2; 42

45 Annexure - A (j) (k) legal, tax, regulatory, quasi-judicial, administrative proceedings, suits, appeal, applications or other proceedings of whatsoever nature initiated by or against the Transferor Company 2; and books, record files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, designs, catalogues, quotations, websites, cloud storage, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records whether in physical form or electronic form or in any other form in connection with or relating to the Transferor Company Transferor Company 3 means Transcend Infrastructure Private Limited, a company incorporated on May 15, 2007 under the provisions of the provisions of Companies Act, 1956 and having its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , and includes all: (a) (b) (c) (d) (e) assets (including Passive Infrastructure Assets), whether moveable or immoveable, whether leasehold or freehold, including all rights, title, interest, claims, covenants, undertakings of the Transferor Company 3; investments, receivables, loans and advances, including accrued interest thereon, all advance payments, earnest monies and/or security deposits, payment against warrants, if any, or other entitlements of the Transferor Company 3; debts, borrowings and liabilities, whether present or future, whether secured or unsecured of the Transferor Company 3; permits, grants, allotments, recommendations, approvals, consents, quotas, rights, authorisations, entitlements, registrations, no-objection certificates and licenses, including but not limited to those relating to Infrastructure Provider Category-1 (IP-1) registrations, approvals from state electricity boards, pollution control boards (including any consents to operate), municipalities and gram panchayats, clearances from Standing Advisory Committee on Radio Frequency Allocation, DoT, tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, approvals, grants, allotments, recommendations, clearances, tenancies, offices, privileges of the Transferor Company 3; taxes of any nature, tax credits (including, but not limited to, credits in respect of income tax (including carry forward tax losses comprising of unabsorbed depreciation), tax deducted at source, sales tax, value added tax, turnover tax, 43

46 Annexure - A excise duty, service tax, minimum alternate tax credit) of the Transferor Company 3; (f) benefits of all contracts, agreements, tenders, bids, experience and/or performance statements and all other rights including lease rights and licenses, powers and facilities of every kind and description whatsoever of the Transferor Company 3; (g) copyrights, trademarks, service marks, brand names, logos, patents, design and other intellectual property rights of whatsoever nature and the goodwill arising therefrom of the Transferor Company 3, whether registered, unregistered or pending registration; (h) customer contracts, advantages of tower network capacity and goodwill arising from all of the above mentioned intangible assets. (i) employees of the Transferor Company 3; (j) legal, tax, regulatory, quasi-judicial, administrative proceedings, suits, appeal, applications or other proceedings of whatsoever nature initiated by or against the Transferor Company 3; and (k) books, record files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, designs, catalogues, quotations, websites, cloud storage, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records whether in physical form or electronic form or in any other form in connection with or relating to the Transferor Company Transferor Company 4 means ATC Telecom Tower Corporation Private Limited, a company incorporated on June 9, 2003 under the provisions of the Companies Act, 1956 and having its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , and includes all: (a) (b) (c) assets (including Passive Infrastructure Assets), whether moveable or immoveable, whether leasehold or freehold, including all rights, title, interest, claims, covenants, undertakings of the Transferor Company 4; investments, receivables, loans and advances, including accrued interest thereon, all advance payments, earnest monies and/or security deposits, payment against warrants, if any, or other entitlements of the Transferor Company 4; debts, borrowings and liabilities, whether present or future, whether secured or unsecured of the Transferor Company 4; 44

47 Annexure - A (d) permits, grants, allotments, recommendations, approvals, consents, quotas, rights, authorisations, entitlements, registrations, no-objection certificates and licenses, including but not limited to those relating to [Infrastructure Provider Category-1 (IP-1) registrations], approvals from state electricity boards, pollution control boards (including any consents to operate), municipalities and gram panchayats, clearances from Standing Advisory Committee on Radio Frequency Allocation, DoT, tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, approvals, grants, allotments, recommendations, clearances, tenancies, offices, privileges of the Transferor Company 4; (e) taxes of any nature, tax credits (including, but not limited to, credits in respect of income tax (including carry forward tax losses comprising of unabsorbed depreciation), tax deducted at source, sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax credit) of the Transferor Company 4; (f) benefits of all contracts, agreements, tenders, bids, experience and/or performance statements and all other rights including lease rights and licenses, powers and facilities of every kind and description whatsoever of the Transferor Company 4; (g) copyrights, trademarks, service marks, brand names, logos, patents, design and other intellectual property rights of whatsoever nature and the goodwill arising therefrom of the Transferor Company 4, whether registered, unregistered or pending registration; (h) customer contracts, advantages of tower network capacity and goodwill arising from all of the above mentioned intangible assets. (i) employees of the Transferor Company 4; (j) legal, tax, regulatory, quasi-judicial, administrative proceedings, suits, appeal, applications or other proceedings of whatsoever nature initiated by or against the Transferor Company 4; and (k) books, record files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, designs, catalogues, quotations, websites, cloud storage, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records whether in physical form or electronic form or in any other form in connection with or relating to the Transferor Company Transferor Company 5 means McCoy Developers Private Limited, a company incorporated on December 21, 2005 under the provisions of the Companies Act,

48 Annexure - A and having its registered office at 403, 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , and includes all: (a) assets (including Passive Infrastructure Assets), whether moveable or immoveable, whether leasehold or freehold, including all rights, title, interest, claims, covenants, undertakings of the Transferor Company 5; (b) investments, receivables, loans and advances, including accrued interest thereon, all advance payments, earnest monies and/or security deposits, payment against warrants, if any, or other entitlements of the Transferor Company 5; (c) debts, borrowings and liabilities, whether present or future, whether secured or unsecured of the Transferor Company 5; (d) permits, grants, allotments, recommendations, approvals, consents, quotas, rights, authorisations, entitlements, registrations, no-objection certificates and licenses, including but not limited to those relating to Infrastructure Provider Category-1 (IP-1) registrations, approvals from state electricity boards, pollution control boards (including any consents to operate), municipalities and gram panchayats, clearances from Standing Advisory Committee on Radio Frequency Allocation, DoT, tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, approvals, grants, allotments, recommendations, clearances, tenancies, offices, privileges of the Transferor Company 5; (e) taxes of any nature, tax credits (including, but not limited to, credits in respect of income tax (including carry forward tax losses comprising of unabsorbed depreciation), tax deducted at source, sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax credit) of the Transferor Company 5; (f) benefits of all contracts, agreements, tenders, bids, experience and/or performance statements and all other rights including lease rights and licenses, powers and facilities of every kind and description whatsoever of the Transferor Company 5; (g) copyrights, trademarks, service marks, brand names, logos, patents, design and other intellectual property rights of whatsoever nature and the goodwill arising therefrom of the Transferor Company 5, whether registered, unregistered or pending registration; (h) customer contracts, advantages of tower network capacity and goodwill arising from all of the above mentioned intangible assets; (i) employees of the Transferor Company 5; 46

49 Annexure - A (j) (k) legal, tax, regulatory, quasi-judicial, administrative proceedings, suits, appeal, applications or other proceedings of whatsoever nature initiated by or against the Transferor Company 5; and books, record files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, designs, catalogues, quotations, websites, cloud storage, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records whether in physical form or electronic form or in any other form in connection with or relating to the Transferor Company The expressions, which are used in this Scheme and not defined shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, the IT Act and other applicable laws, rules, regulations, bye-laws, guidelines, circulars, notifications, orders, as the case may be, including any statutory modification or re-enactment thereof, from time to time. 2. DATE OF TAKING EFFECT AND OPERATIVE DATE The Scheme as set out herein in its present form or with any modification(s) approved or imposed or directed by the Tribunal shall take effect from the Appointed Date, but shall be effective from the Effective Date. 3. SHARE CAPITAL 3.1 Transferee Company The share capital structure of Transferee Company as on December 31, 2016 was as under: Particulars Amount in Rs. Authorized share capital 1,130,000,000 equity shares of Rs. 10 each 11,300,000, ,000,000 cumulative redeemable optionally convertible preference shares of Rs. 10 each 500,000,000 cumulative non-convertible redeemable preference shares of Rs. 10 each 2,500,000,000 5,000,000,000 47

50 Annexure - A TOTAL 18,800,000,000 Issued, subscribed and paid up share capital 662,335,939 equity shares of Rs 10 each fully paid up 6,623,359, ,666, % cumulative redeemable optionally partially convertible preference shares of Rs. 10 each fully paid up 1,666,666,660 TOTAL 8,290,026, Transferor Company 1 The share capital structure of Transferor Company 1 as on December 31, 2016 was as under: Particulars Amount in Rs. Authorized share capital 140,000,000 equity shares of Rs. 10 each 1,400,000,000 TOTAL 1,400,000,000 Issued, Subscribed and paid up share capital 121,258,506 equity shares of Rs. 10 each 1,212,585,060 TOTAL 1,212,585, Transferor Company 2 The share capital structure of Transferor Company 2 as on December 31, 2016 was as under: Particulars Amount in Rs. Authorized share capital 82,000,000 equity shares of 10 each 820,000,000 4,550,000 redeemable preference shares of Rs. 10 each 45,500,000 TOTAL 865,500,000 Issued, Subscribed and paid up share capital 81,111,304 equity shares of Rs. 10 each fully paid up 811,113,040 48

51 Annexure - A TOTAL 811,113, Transferor Company 3 The share capital structure of Transferor Company 3 as on December 31, 2016 was as under: Particulars Amount in Rs. Authorized share capital 2,500,000,000 equity shares of Rs. 10 each 25,000,000,000 TOTAL 25,000,000,000 Issued, Subscribed and paid up share capital 260,094,323 Equity shares of Rs. 10 each fully paid up 2,600,943,230 TOTAL 2,600,943, Transferor Company 4 The share capital structure of Transferor Company 4 as on December 31, 2016 was as under: Particulars Amount in Rs. Authorized share capital 100,000,000 equity shares of Rs. 10 each 1,000,000,000 TOTAL 1,000,000,000 Issued, subscribed and paid up share capital 96,140,325 equity shares of Rs. 10 each fully paid up 961,403,250 TOTAL 961,403,250 Transferor Company 3 holds 100% of the equity share capital of Transferor Company 4. 49

52 Annexure - A 3.6 Transferor Company 5 The share capital structure of Transferor Company 5 as on December 31, 2016 was as under: Particulars Amount in Rs. Authorized share capital 50,000 equity shares of Rs. 10 each 500,000 TOTAL 500,000 Issued, subscribed and paid up share capital 18,120 equity shares of Rs. 10 each fully paid up 181,200 TOTAL 181,200 Transferor Company 2 holds 100% of the equity share capital of Transferor Company The main objects of the Transferor Company 1 are as follows: To carry on the business of designing, constructing, erecting, purchasing, selling, repairing, upgrading, acquiring on license basis and /or commissioning towers and masts of any description including, but not limited to, such towers and masts as can be used by wireless service providers, radio and television broadcasters telecommunication companies and other entities. To provide infrastructural support to wireless service providers, radio and television broadcasters, telecommunication companies and other entities by allowing use of parts or all of its towers on a leasehold, freehold or license basis or in any other manner that the Company deems fit, including renting and licensing antennae space on multi-tenant communication towers. To render advisory, consultancy and ancillary services in connection with designing, constructing, erecting, purchasing, selling, repairing, upgrading of towers of any description including site selection, surveys, estimations, valuation, location consulting, feasibility studies, and economic/technical analysis. 3.8 The main objects of the Transferor Company 2 are as follows: To carry on the business of study and evaluation of all steps, process, techniques and methods for setting up of all types of Infrastructure and Tele-communication Projects, facilities or works and to install, erect, lay down, commission, establish, 50

53 Annexure - A own, operate, manage, control and administer, lease, transfer all Infrastructure and Tele-communication Projects including dark fibre, duct space, towers, switches and other related ancillary infrastructure services and to carry on the business of building, establishing, setting-up, acquiring, developing, managing, providing, operating and/or maintaining, fully or partially, infrastructure facilities of all description including, without limitation, relating to power, water supply, inland water ways, air-ports, ports, telecommunications, roads, pipelines of all kinds and usages and other infrastructure facilities and/or to provide services for setting up of such infrastructure facilities and for the above purposes to carry on the business of engineers and general or special contractors for design, construction, manufacture, erection, maintenance, alteration, restoration of work of all types and descriptions in India and overseas, as contractors or subcontractors for the whole or part of such works including water works, oil wells, tramways, dams, bridges, underground railways, cable cars, docks, wharves, jetties, power generation and/or distribution, factories, mills, drainage and sewage works, roads, airfields, airstrips, airports, helipads, cable lines, power transmission towers, towers and networking of all types, wagons shelters and vessels of every description for use on or under the land, water and air and buildings and structures of all types and descriptions and for the purpose to acquire any lands, buildings, tenements, premises, equipments, spares/ parts of all kinds, description, design, configuration and in connection therewith to provide any consultancy, project management services, hardware or software implementation, customization, certification, inspection, resource pool management in relation to all kinds of infrastructure services interalia including but not limited to telecom, cellular services, basic telecom services, IT enabling services, industrial purpose and other infrastructure industries and in connection therewith to acquire, sell, dispose off, lease, hire goods/ services of any nature/description. 3.9 The main objects of the Transferor Company 3 are as follows: To carry, set, design, create, manufacture, process, assemble, fabricate, exchange, renovate, discover, research, improve, export, import, maintain, establish, implement, develop, install, acquire, purchase, buy, sell, distribute, trade, contract, repair, transport, convert, transfer, hire, lease, market, link, train, operate and provide all the services related to information technology, information technology enabled services, basic/fixed line telephone services, dial-up telephones, cellular/mobile telephone services (including construction, operation and maintenance of the cellular systems network, marketing of cellular and other related services), wireless local loop services, unified access services, international long distance calling services, national long distance calling services, 51

54 Annexure - A public mobile radio trunked services (PMRTS), global mobile personal communications services (GMPCS), V-SAT, electronic mail services, video text services, voice mail services, data communication services, paging services, private switching network services, Internet services, Internet Service Provider (ISP), wireless services, microwave services, services related to fibre optics, Broadband services, Facsimile Services, Electronic Data Interchange services, Direct to Home Satellite Television Services, Radio Broadcasting and Wireless Communication services, Networking, Modem services, Intra Net Services, Broadband services, Internet Web sites and Web pages and related product promotion services, portals, Enterprise Resource Planning. Services, Data Warehouse Services, voice over IP, , E-commerce, E-lottery, payment gateways, web-hosting, distance education services, news gathering, multicasting, unicasting and related business services, up linking or downlinking of data, video and audio signals, transmission network of all types, computer networks i.e. local area network, wide area network, multimedia services, user interface services, intelligent network and other value-added services, information hubs and entertainment kiosks, satellite services, satellite transponder services and bandwidth mass communication and entertainment services and all such activities which are incidental or ancillary thereto in India or elsewhere and for execution of undertakings, works, projects or enterprises in the services aforesaid, whether of a private or public character or any joint venture with any government, institution, organisation or other authority in India or elsewhere. To carry on in India or elsewhere the business of manufacturing, processing, designing, assembling, developing, fabricating, improving, exchanging, renovating, discovering, researching, dealing, importing, exporting, importing, distributing, buying, selling, trading, contracting, operating, maintaining, setting, marketing, installing, storing, packing, transporting, converting, repairing, installing, training, servicing, maintenance of all types, varieties and kinds of telecommunication equipments, tele-communication towers, telephone exchange, rural telephone exchanges, single channel/multi-channel UHF/VHF equipments, cordless exchanges, public telephone exchange system (automatic and manual) systems, trunk or toll exchanges, frequency signaling equipment, private telephone systems (automatic and manual) with or without exchange service, inter communicating systems, telephone and telegraph equipments, cellular phone systems, telecommunication wires and cables, telecommunication software composite, signaling, telecommunication and control equipments used in roads, railway, ships, aircrafts, airport, railway stations, public places along with associated accessories and test rigs, telephone repeater equipments, towers used for distribution and supply of electricity, voice frequency telegraph and telephone systems (multichannel), loud speaking telephones, telegraph equipments, cordless telephones, 52

55 Annexure - A voice telephone apparatus for telephone and general purposes, telephone sets and associated apparatus and their components and accessories, telephone equipments, components, accessories required for information technology, Radio wireless equipments, satellite communication services of all types including Data/Voice and Video conferencing based on Handsets and/or Very Small Aperture Terminal (VSAT), Network, service receivers and antenna, date/voice satellite communications terminals/earth stations cable wave guides, communication satellites, digital transmission equipment, pulse code modulation equipment, signal compression equipment, packet switching equipment, time division multiplexing time division multiple access (TDM/TDMA) equipment and frequency division multiple access (FDMA) equipment and single channel per carrier/demand Assignment Multiple Access (SCPC/DAMA) equipment in conjunction with Handset/VSAT based network, satellite communication equipments, equipments for individual users as well as cable television networks, antennas, dish-antennas, digital switching and such other parts, instruments and equipment required for transmission, telecasting and broadcasting, multimedia kits, compact disks, CD-ROMs, digital disks, receivers, coders and decoders, moderns and other instruments and apparatuses for electronic data transmission and usage and instruments, testing equipments, accessories for repair, maintenance, calibration and standardization of all the above items in laboratories, service centres, processing plants, manufacturing plants and at customers and clients places The main objects of the Transferor Company 4 are as follows: To engage in the business (whether manufacturing, buying selling or acting as agents) of engineering, contracting and construction including the design, manufacturing, construction, erection, alteration, repair and installation of telecom towers & infrastructure, plants, systems and mechanical, electrical and electronic machinery, equipment, apparatus and devices and to manufacture, buy, sell, deal, 'in and process any materials required for engineering, contracting and construction and to give franchises; right to use our technologies; research and development; plants and equipment; buildings & constructions; for commercial exploitation to other persons/parties and receive royalties, fees, considerations for the same in India and abroad. To purchase take on lease or in exchange, or otherwise acquire any lands and buildings, and any estate or interest in, and any rights connected with any such lands and buildings and to develop and turn to account any land acquired by or in which the Company is interested, and in particular by laying out and preparing the same for building purposes. 53

56 Annexure - A 3.11 The main objects of the Transferor Company 5 are as follows: To carry on the business of study and evaluation of all steps, process, techniques and methods for setting up of all types of Infrastructure and Tele-communication Projects, facilities or works and to install, erect, lay down, commission, establish, own, operate, manage, control, and administer, lease, transfer all Infrastructure and Tele-communication Projects including dark fibre, duct space, towers, switches and other related ancillary infrastructure services and to carry on the business of building, establishing, setting-up, acquiring, developing, managing, providing, operating and/or maintaining, fully or partially, infrastructure facilities of all description including, without limitation, relating to power, water supply, inland water ways, air-ports, ports, telecommunications, roads, pipelines of all kinds and usages and other infrastructure facilities and/or to provide services for setting up of such facilities and for the above purposes to carry on the business of engineers and general or special contractors for design, construction, manufacture, erection, maintenance, alteration, restoration of work of all types and description in India and overseas, as contractors or subcontractors for the whole or part of such works including water works, oil wells, tramways, dams, bridges, underground railways, cables cars, docks, wharves, jetties, power generation and/or distribution, factories, mills, drainage and sewage works, roads, airfields, airstrips, airports, helipads, cable lines, power transmission towers, tower and networking of all types, wagons shelters and vessels of every description for use on or under the land, water and air and building and structures of all types and description and for the purpose to acquire any lands, buildings, tenements, premises, equipments, spare/parts of all kinds, description, design, configuration and in connection therewith to provide any consultancy, project management services, hardware or software implementation, customization, certification, inspection, resource pool management in relation to all kinds of infrastructure services inter-alia including but not limited to telecom, cellular services, basic telecom services, IT enabling services, industrial purpose and other infrastructure industries and in connection therewith to acquire, sell, dispose off, lease, hire goods/services of any nature/description The main object of the Transferee Company are as follows: To carry on the business of developing, producing, making, rendering, generating, providing content, information and/or data services in any Indian or foreign language including but not limited to ring tones, graphics, logos, jokes, love-bytes, picture messages, short messaging services (SMS), WAP, Java, BREW and any 54

57 Annexure - A other value added services that can be delivered over the wireline and/or wireless systems or by a combination of wireline and/or wireless to the subscribers of telecommunication services, either by in house development or outsourced or through alliances or tie ups on the areas covering either voice, text, data or image communications services, or video or combination of either of them falling broadly under the information, transactions, entertainment, or communication or under any other heads or a combination thereof to facilitate the subscribers to subscribe for the contents and/or applications of either global, regional or national flavors or combination thereof To carry on in India or elsewhere any of the business in the field of Internet Service providers, Telecommunications, to provide services related to E-Commerce, Electronic Data Interchange, Networking, High End Voice, Data and Image Transfer Solutions, Web T.V, on line Shopping, creation of Web sites and Web based solutions, CGI Interface, FTP Access, Usenet and Telnet, Internet Relay Chat, Domain name Registration and Routing, Computer Storage Space Solutions, To develop, design, conceptualize, improve, produce, reproduce, market, patent, distribute, buy, sell, license, provide, import, export, implement, operate, support and maintain information Technology and Communication based products and services including those through the Internet worldwide computer network, voice data and Image transfer in any form including digital data packets, storage media such as floppies, disk drives, magnetic tapes, publishing multimedia. To provide services of consultancy and training, designing, coding and integrating systems for intranet and Internet solutions, and to develop, configure or deal in computer hardware and systems including assemblies, subassemblies and other accessories, peripherals thereof, digital products and the development and marketing of software and all types of products and services relating to the computer industry. To provide services of billing to the telecom operators whether wireline and/or wireless and/or any other service providers for and behalf of their subscribers for the services availed by them whether they are, use based or event based and also to collect or facilitate in the collection, collating or interpreting the data not limiting to management information support, to render services in the collection, distribution, apportionment of payment on behalf of the telecom operators and/or service providers for the various services offered, provided and rendered. To engage in or advise on business process outsourcing, establishing and running a call center, consultancy, accounting, project management, bulk purchasing, retailing, marketing, sales, recruitment agency, or services or activities of any nature or description in India or anywhere in the world. To engage in E-Commerce and related services for all kinds of products and services including merchandise, financial products and-services, distribution and collection services using the worldwide computer networks and web services 55

58 Annexure - A available and to obtain/offer agencies, tie-ups, distributorships of organizations that develop and market internet related products and services and buy, sell, market, distribute or deal in such products and services and acquire or rent computer/storage space on the worldwide web or similar networks for this purpose. To establish, promote, purchase, setup or connect with and/or lease any database, network, data and information possessing centers and bureaus either of its own or franchise centers for dissemination of knowledge and information related to the computer, communications and information technology industry in various forms including print, video, CD-ROM, electronic media and digital media, internet, Intranet, Modems, Fax modems, Video Conferencing, , Voic , Voice Response Systems, Multiplexers, Line Drivers, Routers, Bridges, Hubs, VSAT's Radio Trunking, Networking, Telecom Software, cable, Wireless Networks, ERP solutions and satellite communications. 56

59 Annexure - A PART II AMALGAMATION OF EACH OF THE TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY 4. TRANSFER AND VESTING OF PROPERTIES, ASSETS AND LIABILITES 4.1 Subject to the provisions of the Scheme in relation to modalities of amalgamation, upon the coming into effect of this Scheme on the Effective Date, and with effect from the Appointed Date, the entire business and the whole of the undertaking(s), property, assets, investments, rights, benefits, interest, liabilities and obligations of each of the Transferor Companies shall by operation of law pursuant to the orders of the Tribunal sanctioning the Scheme, without any further act, deed, matter or thing, stand transferred and vested in and/or deemed to be transferred to and vested in the Transferee Company as a going concern so as to become the properties and liabilities of the Transferee Company within the meaning of Section 2(1B) of the IT Act (subject to any existing charges and encumbrances created by any of the Transferor Companies in favour of its lenders unless otherwise agreed by such lenders). 4.2 Without prejudice to the generality of the clause 4.1 above, upon the coming into effect of this Scheme on the Effective Date and with effect from the Appointed Date: All the assets of each of the Transferor Companies including but not limited to Passive Infrastructure Assets, as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery, shall, without any further act, instrument, deed, matter or thing being made, done or executed, stand vested in the Transferee Company, and shall become the property and an integral part of the Transferee Company. The vesting pursuant to this sub-clause shall be deemed to have occurred by manual delivery or endorsement and delivery, as appropriate to the property being vested, and the title to such property shall be deemed to have transferred accordingly to the Transferee Company All immovable property (including land, buildings and any other immovable property) if any, of each of the Transferor Companies, whether freehold or leasehold, and any documents of title, rights and easements in relation thereto shall, without any further act, instrument, deed, matter or thing being made, done or executed, stand vested in the Transferee Company and shall become the property and an integral part of the Transferee Company. The Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges, and fulfill all obligations, in relation to or applicable to such immovable properties. The mutation/ substitution of the title to and interest in such immovable properties shall be made and duly recorded in 57

60 Annexure - A the name of the Transferee Company, by the appropriate authorities pursuant to the sanction of the Scheme by the Tribunal and the Scheme becoming effective on the Effective Date in accordance with the terms hereof. The Transferee Company shall subsequent to the vesting order of the Tribunal be entitled to the delivery and possession of all documents of title to such immovable properties All incorporeal or intangible property of each of the Transferor Companies shall, without any further act, instrument, deed, matter or thing being made, done or executed, stand vested in the Transferee Company and shall become the property and an integral part of the Transferee Company Any and all other movable property (except those specified elsewhere in this Clause 4) including all sundry debts and receivables, outstanding loans and advances, investments, assets recoverable in cash or in kind or for value to be received, actionable claims, bank balances and deposits, if any, with government, semigovernment, local and other authorities and bodies, customers and other persons of each of the Transferor Companies shall, without any further act, instrument, deed, matter or thing being made, done or executed, become the property of the Transferee Company All the taxes of any nature, duties, cess or any other deduction or any other like payment made by each of the Transferor Companies to any statutory authorities such as income tax, advance tax, tax paid under Minimum Alternative Tax (MAT) provisions, sales tax, value added tax, service tax etc. or any tax deduction/ collection at source, credits (including CENVAT credit), etc. of each of the Transferor Companies shall be deemed to have been on account of or on behalf of or paid by the Transferee Company, without any further act, instrument, deed, matter or thing being made, done or executed, and the Transferee Company shall be entitled to claim credit for such taxes deducted (at source)/ paid against its tax/ duty liabilities/ minimum alternative tax credit, service tax, value added tax liability etc., and the relevant authorities shall be bound to transfer to the account of and give credit for the same to the Transferee Company upon the passing of the orders on this Scheme by the Tribunal, notwithstanding that the certificates/challans or other documents for payment of such taxes/duties are in the name of any of the Transferor Companies, as the case may be. Further, carried forward tax losses and unabsorbed depreciation of any of the Transferor Companies in terms of provisions of Section 72A of the IT Act shall be allowable for set off against the profits of the Transferee Company subject to the fulfillment of conditions prescribed there in. Further, upon the coming into effect of this Scheme, all tax compliances under the applicable tax laws by the Transferor Companies on or after Appointed Date shall be deemed to be made by the Transferee Company. 58

61 Annexure - A All the deductions otherwise admissible to each of the Transferor Companies including payment admissible on actual payment or on deduction of appropriate taxes or on payment of tax deducted at source (such as section 43B, section 40, Section 40A etc. of the IT Act) will be eligible for deduction to Transferee Company, upon fulfillment of conditions, if any, required under the IT Act. Any refund, under the IT Act, service tax laws, excise duty laws, central sales tax, applicable state value added tax laws or other applicable laws, regulations dealing with taxes, duties, levies due to each of the Transferor Companies consequent to the assessment made on any of the Transferor Companies (including any refund for which no credit is taken in the books of accounts of the relevant Transferor Companies as on the Appointed Date) shall belong to and be received by the Transferee Company without any further act, instrument, deed, matter or thing being made, done or executed, become the property of the Transferee Company Any permits, grants, allotments, recommendations, approvals, consents, quotas, rights, authorisations, entitlements, registrations, no-objection certificates and licenses, including but not limited to those relating to Infrastructure Provider Category-1 (IP-1) registrations (as applicable), approvals from state electricity boards, state pollution control boards (including any consents to establish or to operate), municipalities and gram panchayats, clearances from Standing Advisory Committee on Radio Frequency Allocation, DoT, tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, to which any of the Transferor Companies are a party or to the benefit of which any of the Transferor Companies may be entitled or which may be required to carry on the operations of the Transferor Companies, and which are subsisting or in effect immediately prior to the Effective Date, shall be, and remain, in full force and effect in favour of or against the Transferee Company and may be enforced as fully and effectually as if, instead of the relevant Transferor Company, the Transferee Company had been a party, a beneficiary or an obligee thereto without any further act, instrument, deed, matter or thing being made, done or executed All letters of intent, memoranda of understanding, memoranda of agreements, tenders, bids, experience and/or performance statements, contracts, deeds, bonds, agreements, insurance policies, guarantees and indemnities, schemes, arrangements, undertakings and other instruments of whatsoever nature or description, to which each of the Transferor Companies is a party or to the benefit of which any of the Transferor Companies may be eligible, shall be in full force and effect against or in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the relevant Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto, without any further act, instrument or deed required by any of the Transferor Companies or the Transferee Company. 59

62 Annexure - A All rights, entitlements, licenses, applications and registrations relating to copyrights, trademarks, service marks, brand names, logos, patents and other intellectual property rights of every kind and description, whether registered, unregistered or pending registration, and the goodwill arising therefrom, to which any of the Transferor Companies is a party or to the benefit of which any of the Transferor Companies may be eligible or entitled, shall become the rights, entitlement or property of the Transferee Company and shall be enforceable by or against the Transferee Company, as fully and effectually as if, instead of the relevant Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto or the holder or owner thereof, without any further act, instrument or deed required by any of the Transferor Companies or the Transferee Company All lease or license or rent agreements entered into by any of the Transferor Companies with landlords, owners, licensors or lessors in connection with the assets being used by any of the Transferor Companies, together with security deposits, shall stand automatically transferred in favour of the Transferee Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The Transferee Company shall continue to pay lease/ rent amounts as provided for in such agreements and shall comply with the other terms, conditions and covenants thereunder and shall also be entitled to refund of security deposits paid under such agreements by any of the Transferor Companies All other agreements, if any, entered into by the any of the Transferor Companies in connection with the assets being used by any of the Transferor Companies shall, stand automatically transferred in favour of the Transferee Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed All electricity connections at tower sites or otherwise and tariff rates in respect thereof sanctioned by various public sector and private companies, boards, agencies and authorities in different states to each of the Transferor Companies, together with security deposits and all other advances paid shall, without any further act, instrument, deed, matter or thing being made, done or executed, stand automatically transferred in favour of the Transferee Company on the same terms and conditions. The relevant electricity companies, boards, agencies and authorities shall issue invoices in the name of the Transferee Company with effect from the billing cycle commencing from the month immediately succeeding the month in which an intimation of the Tribunal s approval of the Scheme is filed by the Transferee Company with them. The Transferee Company shall comply with the terms, conditions and covenants associated with the grant of such connection and shall also be entitled to refund of security deposits placed 60

63 Annexure - A with such companies, boards, agencies and authorities by each of the Transferor Companies All debts, liabilities (including contingent liabilities), guarantees, duties and obligations of every kind, nature and description of each of the Transferor Companies, shall be deemed to have been transferred to the Transferee Company and to the extent they are outstanding on the Effective Date shall, without any further act, instrument, deed, matter or thing being made, done or executed, stand transferred to the Transferee Company and shall become the liabilities and obligations of the Transferee Company which shall undertake to meet, discharge and satisfy the same. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person, who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this subclause. However, the Transferee Company shall, if required, file appropriate forms with the RoC accompanied by the sanction order of the Tribunal or a certified copy thereof and execute necessary deeds or documents in relation to creation or satisfaction or modification (where a modification is necessitated by virtue of the value of assets of the Transferee Company after the Scheme coming into effect being in excess of the value of the assets of the relevant Transferor Company or otherwise) of charges to the satisfaction of the lenders, in relation to the assets of each of the Transferor Companies being transferred to the Transferee Company upon the Scheme becoming effective in accordance with the terms hereof Where any of the debt, liabilities (including contingent liabilities), duties and obligations of any of the Transferor Companies as on the Appointed Date, deemed to be transferred to the Transferee Company have been discharged by the relevant Transferor Companies after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company, and all loans raised and used and all liabilities and obligations incurred by any of the Transferor Companies after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used or incurred for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date shall also, without any further act, instrument, deed, matter or thing being made, done or executed, stand transferred to the Transferee Company and become the liabilities and obligations of the Transferee Company, which shall undertake to meet, discharge and satisfy the same and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such loans and liabilities have arisen in order to give effect to the provisions of this subclause. 61

64 Annexure - A All the employees of each of the Transferor Companies, if any in service on the Effective Date shall be deemed to have become employees of the Transferee Company with effect from the Appointed Date without any break, discontinuance or interruption in their service on the basis of continuity of service without any further act, instrument, deed, matter or thing being made, done or executed. The terms and conditions of their employment with the Transferee Company shall not be less favourable than those applicable to them with reference to their respective Transferor Company on the Effective Date. The Transferee Company further agrees for the purpose of payment of any retirement benefit/ compensation, such uninterrupted past services with the relevant Transferor Company shall also be taken into account. Further, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any prosecution or disciplinary action initiated, pending or contemplated against and any penalty imposed in this regard on any employee by any of the Transferor Companies shall be continued/continue to operate against the relevant employee and shall be enforced effectively by the Transferee Company. With regard to provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of such employees of each of the Transferor Companies, upon occurrence of the Effective Date and with effect from the Appointed Date, of which the employees relating to the Transferor Companies are members or beneficiaries, along with all accumulated contributions therein till the Effective Date, upon the Scheme becoming effective, shall, with the approval of the concerned authorities, if required, be transferred to and be administered by Transferee Company for the benefit of such employees on the same terms and conditions. Accordingly, the provident fund, superannuation fund and gratuity fund dues, if any, of the said employees of the Transferor Companies would be continued to be deposited in the transferred provident fund, superannuation fund and gratuity fund account by the Transferee Company. Further, upon occurrence of the Effective Date and with effect from the Appointed Date, the Transferee Company shall stand substituted for the relevant Transferor Companies, for all purposes whatsoever relating to the obligation to make contributions to the said funds in accordance with the provisions of such schemes or funds. It is clarified that the services of the employees of each of the Transferor Companies will be treated as having been continuous for the purpose of the said fund or funds All legal, tax, quasi-judicial, administrative, regulatory or other proceedings of whatsoever nature by or against any of the Transferor Companies pending and/or arising on or after the Appointed Date shall not abate or be discontinued or be in any way prejudicially affected by reason of the Scheme or by anything contained in this Scheme but shall be continued and enforced by or against the Transferee Company in the manner and to the same extent as would or might have been continued and enforced by or against the 62

65 Annexure - A relevant Transferor Company without any further act, instrument, deed, matter or thing being made, done or executed. The Transferee Company will have all legal or other proceedings initiated by or against any of the Transferor Companies referred to in this sub-clause, transferred in its name and to have the same continued, prosecuted and enforced by or against the Transferee Company, to the exclusion of the relevant Transferor Company. 5 The Transferee Company may, at any time after the coming into effect of the Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds, writings, confirmations or notices with, or in favour of, any other party to any contract or arrangement to which any of the Transferor Companies are a party or any writings as may be necessary to be executed in order to give formal effect to the provisions of the Scheme. 6 Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall be entitled to the benefit of the past experience and/or performance of each of the Transferor Companies for all purposes without any further act, instrument or deed required by any of the Transferor Companies or the Transferee Company. 7 DIVIDENDS, PROFITS, BONUS/RIGHTS SHARES 7.1 The Transferor Companies or the Transferee Company shall not utilize the profits or income, if any, for the purpose of declaring or paying any dividend (whether final or interim) or for any other purpose in respect of the period falling on and after the Appointed Date and up to the Effective Date, without the prior written consent of the Board of Directors of the Transferee Company or Transferor Companies respectively. 7.2 The Transferor Companies or the Transferee Company shall not issue or allot after the date of this Scheme being sanctioned by the Board of Directors and up to the Effective Date, any rights shares, bonus shares, etc. without the prior written consent of the Board of Directors of the Transferee Company or Transferor Companies respectively. 8 CONDUCT OF BUSINESS UNTIL THE EFFECTIVE DATE With effect from the Appointed Date and up to and including the Effective Date: 8.1 Each of the Transferor Companies and the Transferee Company undertake to preserve and carry on the business, with reasonable diligence and business prudence and shall not undertake financial commitments or sell, transfer, alienate, charge, mortgage, or 63

66 Annexure - A encumber or otherwise deal with or dispose of any of its properties, assets and liabilities or any part thereof save and except in each case: (a) if the same is in its ordinary course of business; or (b) if the same is expressly permitted by this Scheme; or (c) If the prior written consent of the Board of Directors of the Transferee Company or each of the Transferor Companies (as the case may be) has been obtained. 8.2 Each of the Transferor Companies shall carry on and be deemed to have been carrying on all the business and activities and shall hold and stand possessed of and shall be deemed to have held and stood possessed of all the contracts, liabilities or property or assets or the benefit or obligations thereof or thereunder for and on behalf of and in trust for the Transferee Company. 8.3 All profits/benefits accruing to each of the Transferor Companies and all taxes thereof or losses and/ or interest arising or incurred by it shall, for all purposes, be treated as the profits, benefits, taxes or losses and/ or interest, as the case may be, of the Transferee Company. 8.4 All accretions and depletions in relation to any of the Transferor Companies shall be for and on account of the Transferee Company. 8.5 Any of the rights, powers, authorities, privileges, attached, related or pertaining to or exercised by any of the Transferor Companies shall be deemed to have been exercised by the relevant Transferor Companies for and on behalf of, and in trust for and as an agent of the Transferee Company. Similarly, any of the obligations, duties, commitments attached, related or pertaining to any of the Transferor Companies that have been undertaken or discharged by any of the Transferor Companies, shall be deemed to have been undertaken for and on behalf of and in trust for and as an agent for the Transferee Company. 64

67 Annexure - A PART III REORGANIZATION OF SHARE CAPITAL, DISCHARGE OF CONSIDERATION FOR THE AMALGAMATION AND ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY 9 REORGANISATION OF SHARE CAPITAL 9.1 Upon the coming into effect of this Scheme, the Authorized Share Capital of the Transferee Company shall automatically stand increased without any further act, deed or thing on the part of the Transferee Company including payment of stamp duty and fees, if any, payable to the concerned Registrar of Companies under the Act or any other authority, by including the authorised share capital of each of the Transferor Companies amounting to Rs. 28,266,000,000/- constituting of 2,822,050,000 equity shares of Rs. 10/- each and 4,550,000 redeemable preference shares of Rs. 10/- each as shown below: Transferor Company Authorised Share Capital Amount in Rs. Transferor Company 1 140,000,000 equity shares of Rs. 10 each 1,400,000,000 Transferor Company 2 82,000,000 equity shares of 10 each 4,550,000 redeemable preference shares of Rs. 10 each fully paid up 820,000,000 45,500,000 Transferor Company 3 Transferor Company 4 Transferor Company 5 2,500,000,000 equity shares of Rs. 10 each 25,000,000, ,000,000 equity shares of Rs. 10 each 1,000,000,000 50,000 equity shares of Rs. 10 each 500,000 TOTAL 2,822,050,000 Equity Shares of Rs. 10 each 4,550,000 Redeemable Preference Shares of Rs. 10 each 28,220,500,000 45,500,000 65

68 Annexure - A Consequently, Clause V of the Memorandum of Association of the Transferee Company shall, without any further act, instrument or deed, be and shall stand altered, modified and amended pursuant to Sections 13, 14, 61 and 64 of 2013 Act and Section 232 of the 2013 Act and any other applicable provisions of the Act, as the case may be in the manner set out below and be replaced by the following clause: The authorised share capital of the Company is Rs. 47,066,000,000 (Indian rupees Four thousand seven hundred six crore and sixty lakhs) divided into 3,952,050,000 (Three hundred ninety five crores twenty lakhs fifty thousand) Equity Shares of Rs 10 (Indian rupees ten) each, 250,000,000 (Twenty five crores) cumulative redeemable optionally partially convertible Preference Shares of Rs. 10 (Indian rupees ten) each, 500, (Fifty crores) cumulative non-convertible redeemable preference shares of Rs. 10 (Indian rupees ten) each and 4,550,000 (Forty five lakhs fifty thousand) redeemable preference shares of Rs. 10 (Indian rupees ten) each, with the power to the Board of Directors ( the Board, which expression shall be deemed to include a committee constituted by the board) to classify the unclassified shares into several classes/kinds, or vice versa, including without limitation, equity shares, both with voting rights or differential rights as provided in Section 43 of the Companies Act, 2013 or any statutory modification or reenactment thereof, or preference shares and to determine, vary, modify or abrogate the terms and conditions as to dividend, and such other rights, privileges or conditions in such manner as may from time to time be permitted by law or provided by the Articles of Association of the Company for the time being. 9.2 The approval of this Scheme by the shareholders of the Transferee Company shall be deemed to be the approval for increase in the authorized share capital of the Transferee Company by including the authorised share capital of the respective Transferor Companies as per above clauses, under applicable provisions of the Act and any other consents and approvals required thereto. However, the Transferee Company will take necessary steps, if any required to give effect to increase in its authorised share capital in the records of the Registrar of Companies or any other applicable authorities. 9.3 Pursuant to this Scheme, the Transferee Company shall file the necessary documents/intimations as required under the Act with the Registrar of Companies of Mumbai or any other applicable authority to record the change in the authorised share capital. 10 CONSIDERATION 66

69 Annexure - A 10.1 Upon the receipt of the order of the Tribunal sanctioning this Scheme, the board of directors of the Transferee Company shall determine the Record Date Upon this Scheme becoming effective and in consideration for the amalgamation of Transferor Company 1, Transferor Company 2 and the Transferor Company 5 (the wholly owned subsidiary of Transferor Company 2) in the Transferee Company, the Transferee Company shall discharge consideration as mentioned below on proportionate basis, to the members of Transferor Company 1 and Transferor Company 2 whose names appear in the register of members of the Transferor Company 1 and Transferor Company 2 on the Record Date:- For every 100,000 equity share of face value of Rs. 10 each held by the equity shareholders in Transferor Company 1, as on the Record Date, the equity shareholders of the Transferor Company 1 shall be issued 6,985 equity shares of face value Rs. 10 each of Transferee Company, credited as fully paid-up in Transferee Company resulting in issue of 8,469,906 equity shares of Rs. 10 each fully paid up. For every 100,000 equity share of face value of Rs. 10 each held by the equity shareholders in Transferor Company 2, as on the Record Date, the equity shareholders of the Transferor Company 2 shall be issued 111,410 equity shares of face value Rs. 10 each of Transferee Company, credited as fully paid-up in Transferee Company resulting in issue of 90,366,103 equity shares of Rs. 10 each fully paid up. Since the entire share capital of Transferor Company 5 is held by the Transferor Company 2 (Transferor Company 5 being a wholly owned subsidiary of Transferor Company 2) and since Transferor Company 2 will be amalgamated with the Transferee Company, no equity shares will be issued by the Transferee Company to Transferor Company 2 specifically for the amalgamation of the Transferor Company 5 into the Transferee Company Upon this Scheme becoming effective and in consideration for the amalgamation of Transferor Company 3 and Transferor Company 4 (the wholly owned subsidiary of Transferor Company 3) in Transferee Company, the Transferee Company shall discharge consideration as mentioned below on proportionate basis, to the members of Transferor Company 3 whose names appear in the Register of Members on the Record Date:- For every 100,000 equity share of face value of Rs. 10 each of Transferor Company 3 held by the equity shareholder in demat account no with Deutsche Bank AG, Filiale Mumbai Global Transaction Banking, 4th Floor, Block B1, Nirlon 67

70 Annexure - A Knowledge Park, Off Western Express Highway, Goregaon (E), Mumbai, India , as on the Record Date, the equity shareholders shall be issued 65,800 equity shares of face value Rs. 10 each of Transferee Company, credited as fully paid-up in Transferee Company resulting in issue of 122,347,450 equity shares of Rs. 10 each fully paid up. For every 100,000 equity share of face value of Rs. 10 each of Transferor Company 3 held by the equity shareholder in demat account no with Deutsche Bank AG, Filiale Mumbai Global Transaction Banking, 4th Floor, Block B1, Nirlon Knowledge Park, Off Western Express Highway, Goregaon (E), Mumbai, India , as on the Record Date, the equity shareholders shall be issued 142,128 Compulsorily Convertible Debentures ( CCDs ) of face value Rs. 100 each of Transferee Company, credited as fully paid-up in Transferee Company resulting in issue of 105,396,365 CCDs of Rs. 100 each fully paid up. The CCDs shall be convertible into equity shares of the Transferee Company as per the terms as may be decided by the Board of the Transferee Company. Since the entire share capital of Transferor Company 4 is held by the Transferor Company 3 (Transferor Company 4 being a wholly owned subsidiary of Transferor Company 3) and since Transferor Company 3 will be amalgamated with the Transferee Company, no equity shares will be issued by the Transferee Company to Transferor Company 3 specifically for the amalgamation of the Transferor Company 4 into the Transferee Company The new equity shares of the Transferee Company, to be issued to the members of Transferor Company 1, Transferor Company 2 and Transferor Company 3 pursuant to Clause 10.2 and 10.3 above and equity shares to be issued pursuant to the conversion of the CCDs as per the terms of their issue, shall rank pari passu with the then existing equity shares of the Transferee Company It is hereby clarified that for the purpose of such allotment of equity shares or CCDs of the Transferee Company, fractional entitlements, if any, of the equity shareholders in the Transferor Company 1, Transferor Company 2 and Transferor Company 3 shall stand cancelled and no shares or CCDs, as the case may be, shall be allotted for fractional entitlement The new equity shares to be issued by Transferee Company shall be issued in dematerialized form. The shareholders of Transferor Company 1, Transferor Company 2 and Transferor Company 3 shall be required to provide details of their dematerialized 68

71 Annexure - A securities account held with a depository participant to Transferee Company as may be required The issue and allotment of new equity shares or CCDs by Transferee Company to the members of Transferor Company 1, Transferor Company 2 and Transferor Company 3 pursuant to Clause 10.2 and 10.3 above is an integral part of this Scheme On the approval of this Scheme by the shareholders of Transferee Company pursuant to Section of the 2013 Act and/or the relevant provisions of the Act, if applicable, it shall be deemed that the shareholders have also accorded consent under section 42, 62(1)(c) and 71 of the 2013 Act and/or any other applicable provisions of the Act as may be applicable for the aforesaid issuance of equity shares and CCDs of the Transferee Company to the members of Transferor Company 1, Transferor Company 2 and Transferor Company 3, and no further resolution or actions shall be required to be undertaken by the Transferee Company under Sections 42 or 62(1)(c) or 71 of the 2013 Act or any other applicable provisions of the Act, including, inter alia, issue of a letter of offer Upon coming into effect of this Scheme and upon new equity shares or CCDs being issued and allotted by Transferee Company to the shareholders of Transferor Companies in accordance with Clause 10.2 and 10.3 above, the investment held by the shareholders of each of the Transferor Companies in the equity share capital of such Transferor Companies shall, without any further application, act, instrument or deed stand cancelled. The share certificates, if any, in relation to the shares held by the shareholders of each of the Transferor Companies in such Transferor Companies shall be of no effect, and the shares held by the shareholders of each of the Transferor Companies in dematerialized form shall be extinguished, on and from such issue and allotment of new equity shares or CCDs The exchange ratios stated in Clause 10.2 and 10.3 herein has been agreed by the Boards of Directors based on the valuation report provided by independent valuer. 11 ACCOUNTING TREATMENT Upon coming into effect of this Scheme, the amalgamation of each of the Transferor Companies with the Transferee Company shall be accounted for in the books of Transferee Company in accordance with the Pooling of Interest Method laid down in Appendix C of Indian Accounting Standard 103 (Business combinations of entities under common control) prescribed under Section 133 of the 2013 Act, such that: 11.1 Upon coming into effect of this Scheme, the Transferee Company with effect from the date when the common control of the Transferor Companies and Transferee Company 69

72 Annexure - A was established for the first time ( Common Control Date ), record the assets and liabilities, of the Transferor Companies vested in it pursuant to this Scheme, at their respective carrying values 11.2 The Transferee Company shall aggregate all the reserves (general reserves, free reserves, capital reserves, securities premium or reserves of any other nature), if any, vested in it pursuant to the amalgamation of the Transferor Companies at their respective carrying values as specified in the books of account of the respective Transferor Companies and continue to treat them as such in its books of account The Transferee Company shall issue and allot its equity shares to the shareholders of the Transferor Companies in accordance with Clause 10.2 and 10.3 above and credit the face value of such equity shares to its share capital account The Transferee Company shall recognize the aggregate value of CCDs issued by it to the members of the Transferor Company 3 pursuant to Clause 10.3 above of this Scheme in its books of accounts in accordance with Indian Accounting Standards 109 (Financial Instruments) The loans and advances or payables or receivables or any other investment or arrangement of any kind, held inter se, if any, between the Transferor Companies and the Transferee Company and the Transferor Companies inter-se as appearing in their respective books of account shall stand cancelled as on the Common Control Date The difference between the carrying value of assets and liabilities under Clause 11.1 above, as reduced by the face value of the equity shares and amount of CCDs, issued by the Transferee Company under clause 11.3 and 11.4 above respectively and the reserves as per Clause 11.2 above and after considering the cancellation of intercompany balances, if any, as per Clause 11.5 above, shall be recorded to a separate capital reserve account of the Transferee Company In case of any difference in the accounting policy between any of the Transferor Companies and the Transferee Company, the impact of the same till the Common Control Date will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy. 70

73 Annexure - A PART IV GENERAL TERMS AND CONDITIONS 12 APPLICATION TO THE TRIBUNAL The Transferor Companies and the Transferee Company shall make applications/ petitions under Sections of the 2013 Act and/or other applicable provisions of the Act to the Tribunal, for sanction of this Scheme and for dissolution of the Transferor Companies, without winding-up under the provisions of law. 13 MODIFICATIONS/AMENDMENTS TO THE SCHEME (a) Subject to approval of the Tribunal, each of the Transferor Companies and the Transferee Company by their respective Board of Directors may jointly modify/amend or may assent to any modifications/amendments to the Scheme or to any conditions or limitations that the Tribunal may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i.e. the Board of Directors). (b) The Transferor Companies and the Transferee Company by their respective Board of Directors be and are hereby authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions, whether by reason of any directive or orders of any other authorities or otherwise howsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith. 14. CONDITIONALITY OF THE SCHEME This Scheme is and shall be conditional upon and subject to: (a) The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members of the Transferor Companies and the Transferee Company as prescribed under the 2013 Act or as may be directed by the Tribunal. (b) The sanction of this Scheme by the Tribunal under Sections 230 to 232 of the 2013 Act and/or other applicable provisions of the Act in favour of the Transferor Companies and the Transferee Company. 71

74 Annexure - A (c) The authenticated certified copies of the order of the Tribunal sanctioning this Scheme being filed with the relevant registrar of companies; (d) The requisite consent, approval or permission, if required, of the Foreign Investment Promotion Board (FIPB) or any other statutory or regulatory authority, which by law may be necessary for issue of shares and CCDs by the Transferee Company to the shareholders of the Transferor Companies and/or for the implementation of this Scheme; and (e) All other sanctions and orders as are legally necessary or required in respect of this Scheme being obtained. 15. EFFECT OF NON-RECEIPT OF APPROVALS In the event any of the sanctions, consents or approvals referred to in the Clause 14 above is not obtained or received and/or the Scheme, or any part thereof, has not been sanctioned by the Tribunal, or any modification or amendment to the Scheme is directed or imposed by the Tribunal which in the opinion of the Board of Directors of the Transferee Company and each of the Transferor Companies is of a material nature, the Board of Directors of each of the Transferor Companies and the Transferee Company, shall, by mutual agreement, determine whether: (i) this Scheme shall stand revoked and cancelled in entirety and shall be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or under applicable law and in such event, each party shall bear and pay its respective costs, charges and expenses for and in connection with the Scheme; or (ii) such part shall be severable from the remainder of the Scheme (or any Section thereof) and the Scheme (or any Section thereof) shall not be affected thereby, unless the deletion of such part shall cause the Scheme (or any Section thereof) to become materially adverse to any party, in which case each of the Transferor Companies and the Transferee Company, (acting through their respective boards of directors) shall attempt to bring about a modification in the Scheme (or any Section thereof), as will best preserve for the parties, the benefits and obligations of this Scheme (or any Section thereof), including but not limited to such part. 72

75 Annexure - A 16. WINDING UP On the Scheme becoming effective, each of the Transferor Companies shall stand dissolved without being wound up. 17. SAVING OF CONCLUDED TRANSACTIONS The transfer and vesting of the assets, properties, liabilities and obligations pertaining /relating to the Transferor Companies, pursuant to this Scheme, and the continuance of the proceedings by or against the Transferee Company, under Clause 4 hereof shall not affect any transactions or proceedings already concluded by the Transferor Companies on or after the Appointed Date until the Effective Date to the end and intent that the Transferee Company accepts all acts, deeds and things done and executed by and/ or on behalf of the Transferor Companies, as acts, deeds and things done and executed by and on behalf of the Transferee Company. 18. COSTS, CHARGES AND EXPENSES On sanction and approval of the Scheme by Tribunal or such other appropriate authority, all costs, charges, taxes including duties, levies and all other expenses, if any of the Transferor Companies, and the Transferee Company arising out of or incurred in connection with carrying out and implementing this Scheme and matters incidental thereto shall be borne by the Transferee Company. 19. FILING/ AMENDMENT OF RETURNS, ETC. (a) (b) The Transferee Company is expressly permitted to file/revise/reopen its financial statements (including their balance sheet and profit and loss statement) and income tax, wealth tax, service tax, value added tax, minimum alternate tax and other statutory returns, consequent to the Scheme becoming effective, notwithstanding that the period for filing/ revising such statements/returns may have lapsed, in order to give full effect to the Scheme, without requiring/seeking any additional consent or approval under any applicable laws/rules and regulations. The Transferee Company is expressly permitted to amend tax deduction at source and other statutory certificates and shall have the right to claim refunds, advance tax credits, minimum alternate tax, set offs and adjustments relating to its incomes/ transactions from the Appointed Date. It is specifically declared that the taxes/ duties paid by each of the Transferor Companies shall be deemed to be the taxes/ duties paid by the Transferee 73

76 Annexure - A Company, and the Transferee Company shall be entitled to claim credit for such taxes deducted/ paid against its tax/duty liabilities notwithstanding that the certificates/ challans or other documents for payment of such taxes/duties are in the name of any of the Transferor Companies. 20. STAMP DUTY The stamp duty payable in respect of the order of the Tribunal sanctioning this Scheme under Article 25(da) of the Maharashtra Stamp Act, 1958 will not exceed the higher of 0.7 per cent of the aggregate of the market value of securities being issued by the Transferee Company under the Scheme or 5.0 per cent of the true market value of immovable property located in the State of Maharashtra transferred to the Transferee Company under the Scheme by the Transferor Companies, subject to a maximum of Rs. 25 crores. The relevant Registrar/Sub-Registrar of Assurances, Tehsildar/Collector, municipal corporation, panchayat and other governmental authorities where the immovable properties of each Transferor Company are located shall, post effectiveness of this Scheme and payment of stamp duty as set out above, cause the record of title of such immovable properties to be mutated in the land records. 21. SEVERABILITY 21.1 Amalgamation of all the Transferor Companies is an integral part of the Scheme and dependent on each other and the amalgamation of one or more entities cannot be effected on a standalone basis to the exclusion of others If any part of the Scheme is ruled invalid or illegal by any Tribunal of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the parties that at the discretion of the parties, such part shall be severable from the remainder of the Scheme and the Scheme shall not be affected thereby, unless the deletion of such part shall cause the Scheme to become materially adverse to any party, in which case each of the Transferor Companies and the Transferee Company (acting through their respective boards of directors) shall attempt to bring about a modification in the Scheme, as will best preserve for the parties, the benefits and obligations of this Scheme, including but not limited to such part. 74

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181 Annexure - O PRE AND POST AMALGAMATION EQUITY SHAREHOLDING PATTERN OF ATC TELECOM INFRASTRUCTURE PRIVATE LIMITED Serial No. Name of the Equity shareholder Number of shares held Pre-Amalgamation Percentage of Shareholding Number of shares held Post-Amalgamation Percentage of Shareholding 1 ATC Asia Pacific Pte. Ltd. 337,791,319 51% 558,974, % (Refer Note below) 2 Amit Sharma (as a nominee 10 0% 11 0% of ATC Asia Pacific Pte. Ltd.) 3 Tata Teleservices Limited 217,638, % 217,638, % 4 Tata Sons Limited 12,076, % 12,076, % 5 Macquarie SBI Infrastructure 61,444, % 61,444, % Investments Pte. Limited 6 IDFC Private Equity Fund III 21,081, % 21,081, % (acting through its Investment Manager IDFC Alternatives Limited) 7 SBI Macquarie Infrastructure 12,303, % 12,303, % Trust Total 662,335, % 883,519, % Note: 105,396,365 Compulsorily Convertible Debentures (CCDs) of Rs. 100 each fully paid up are to be issued to ATC Asia Pacific Pte. Ltd. in their capacity as a shareholder of Transferor Company

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183 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH ATC Telecom Infrastructure Private Limited (CIN: U72200MH2004PTC289328) A Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at 403, 4th Floor, Skyline Icon,, Andheri Kurla Road, Andheri East, Mumbai In the matter of the Companies Act, 2013; AND In the matter of Sections 230 to 232 of the Companies Act, 2013; AND In the matter of Scheme of Amalgamation of ATC Tower Company of India Private Limited and ATC India Tower Corporation Private Limited and Transcend Infrastructure Private Limited and ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited and ATC Telecom Infrastructure Private Limited and their respective shareholders Applicant Company FORM OF PROXY Name: Address: ID- Folio No./ Client ID No.: DP ID No.: I/We, being the member(s) of shares of ATC Telecom Infrastructure Private Limited (the above named Applicant Company) do hereby appoint 1. Name : Id : Address : Signature : Or failing him / her 2. Name : Id : Address : Signature : Or failing him / her 3. Name : Id : Address : Signature : as my / our proxy, to attend and act (on a poll) for me / us and on my / our behalf at the meeting of the Equity Shareholders of the Company to be held on Tuesday, 27th June, 2017 at 2.00 p.m., at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , for the purpose of considering, and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation proposed to be made among ATC Tower Company of India Private Limited, ATC India Tower Corporation Private Limited, Transcend Infrastructure Private Limited, ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited ( Transferor Companies ) with the ATC Telecom Infrastructure Private Limited (Transferee Company) and their respective shareholders at such meeting and at an adjournment or adjournments thereof, to vote, for me / us and in my / our name (herein, if for insert 'FOR', if against insert 'AGAINST'), the said amalgamation embodied in the Scheme and the resolution either with or without modification(s)* as my / our proxy may approve. *Strikeout what is not necessary. Signed this day of, 2017 Signature of shareholder Signature of Proxy holder(s) Please Affix Revenue Stamp Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the Commencement of the Meeting. 2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice. 3. Please complete all details including details of member(s) in above box before submission. 181

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185 ATC Telecom Infrastructure Private Limited (Formerly Known as ATC Telecom Infrastructure Ltd., erstwhile Viom Networks Ltd.) Regd. Office 403, 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai CIN : U72200MH2004PTC Telephone No. : , geetapuri.seth@atctower.in ATTENDANCE SLIP MEETING OF EQUITY SHAREHOLDERS ON 27TH JUNE, 2017 AT 2.00 P.M. Registered Folio No. / DP ID and Client ID Name and address of the Equity Shareholder Name of the Joint Equity Shareholder(s) No. of shares held I/We hereby record my / our presence at the Meeting of the Equity Shareholders of ATC Telecom Infrastructure Private Limited, convened pursuant to order dated April, 20, 2017 of the National Company Law Tribunal, Mumbai Bench at , 4th Floor, Skyline Icon, Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai , on Tuesday, 27th June, 2017 at 2.00 p.m. Shareholder's Folio / DP ID & Client ID Shareholder's /Proxy's name in Block Letter Shareholder's / Proxy's Signature I / We also request you to take note of my / our following details for sending future documents / intimations by electronic mode. Address: Contact Nos. : Signature of the Equity Shareholder 183

186 Rout Map: Venue of the Meeting Skyline Icon, Andheri Kurla Road, Andheri (East) Near Mittal Industrial Estate, Mumbai

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