Common use of Ownership of the Licensee Company Clause in Contracts

Ownership of the Licensee Company. 1.1 The LICENSEE shall ensure that the total foreign equity in the paid up capital of the LICENSEE Company does not, at any time during the entire Licence period, exceed 74% of the total equity subject to the following FDI norms : (i) Both direct and indirect foreign investment in the licensee company shall be counted for the purpose of FDI ceiling. Foreign Investment shall include investment by Foreign Institutional Investors (FIIs), Non-resident Indians (NRIs), Foreign Currency Convertible Bonds (FCCBs), American Depository Receipts (ADRs), Global Depository Receipts (GDRs) and convertible preference shares held by foreign entity. Indirect foreign investment shall mean foreign investment in the company/ companies holding shares of the licensee company and their holding company/companies or legal entity (such as mutual funds, trusts) on proportionate basis. Shares of the licensee company held by Indian public sector banks and Indian public sector financial institutions will be treated as `Indian holding’. In any case, the `Indian’ shareholding will not be less than 26 percent. (ii) FDI up to 49 percent will continue to be on the automatic route. FDI in the licensee company/Indian promoters/investment companies including their holding companies shall require approval of the Foreign Investment Promotion Board (FIPB) if it has a bearing on the overall ceiling of 74 percent. While approving the investment proposals, FIPB shall take note that investment is not coming from countries of concern and/or unfriendly entities. (iii) FDI shall be subject to laws of India and not the laws of the foreign country/countries. 1.2 The LICENSEE shall declare the Indian & Foreign equity holdings (both direct and in-direct) in the LICENSEE company and submit a compliance report regarding compliance of FDI norms and security conditions on 1st day of January and 1st day of July on six monthly basis to the LICENSOR. This is to be certified by the LICENSEE Company’s Company Secretary or Statutory Auditor. 1.3 The merger of Indian companies may be permitted as long as competition is not compromised as defined in condition 1.4 (ii). 1.4 The LICENSEE shall also ensure that: (i) Any changes in share holding shall be subject to all applicable statutory permissions. (ii) No single company/ legal person, either directly or through its associates, shall have substantial equity holding in more than one LICENSEE Company in the same service area for the Access Services namely; Basic, Cellular and Unified Access Service. `Substantial equity’ herein will mean `an equity of 10% or more’. A promoter company/ Legal person cannot have stakes in more than one LICENSEE Company for the same service area.

Ownership of the Licensee Company. 1.1 The LICENSEE shall ensure that the total foreign equity Foreign Direct Investment (FDI) limit is enhanced from 49 to 74 per cent in the paid up capital of the LICENSEE Company does not, at any time during the entire Licence period, exceed 74% of the total equity subject to the Public Mobile Radio Trunking Service(PMRTS) with following FDI norms :conditions:- (i) Both direct and indirect foreign investment in the licensee company shall be counted for the purpose of FDI ceiling. Foreign Investment shall include investment by Foreign Institutional Investors (FIIs), Non-resident Indians (NRIs), Foreign Currency Convertible Bonds (FCCBs), American Depository Receipts (ADRs), Global Depository Receipts (GDRs) and convertible preference shares held by foreign entity. Indirect foreign investment shall mean foreign investment in the company/ company/companies holding shares of the licensee company and their holding company/companies or legal entity (such as mutual funds, trusts) on proportionate basis. Shares of the licensee company held by Indian public sector banks and Indian public sector financial institutions will be treated as `'Indian holding’'. In any case, the `'Indian’ ' shareholding will not be less than 26 percent. (ii) FDI up to 49 percent per cent will continue to be on the automatic route. FDI in the licensee company/Indian promoters/investment companies including their holding companies companies, shall require approval of the Foreign Investment Promotion Board (FIPB) if it has a bearing on the overall ceiling of 74 percentper cent. While approving the investment proposals, FIPB shall take note that investment is not coming from countries of concern and/or unfriendly entities. (iii) The investment approval by FIPB shall envisage the conditionality that Company would adhere to license Agreement. (iv) FDI shall be subject to laws of India and not the laws of the foreign country/countries. 1.2 The LICENSEE conditions at para 1.1 above shall also be applicable to the existing companies operating telecom service(s) with the FDI cap of 49%. 1.3 The Licensee shall declare the Indian & and Foreign equity holdings Holding (both direct and in-direct) in the LICENSEE company and submit a an unconditional compliance report regarding compliance of to the FDI norms and security conditions on 1st day of January and 1st day of July on six monthly basis to the LICENSOR. This is to be certified by the LICENSEE Company’s 's Company Secretary or Statutory Auditor. 1.3 1.4 The merger of Indian companies may be permitted as long as competition is not compromised as defined in condition 1.4 (ii). 1.4 The LICENSEE shall also ensure that: (i) Any changes in share holding shall be subject to all applicable statutory permissions. (ii) below: “No single company/ legal person, either directly or through its associates, shall have substantial equity holding in more than one LICENSEE Company in the same service area for the Access Services namely; Basic, Cellular and Unified Access Public Mobile Radio Trunking Service. `‘Substantial equity’ herein will mean `‘an equity of 10% or more’. A promoter company/ Legal person cannot have stakes in more than one LICENSEE Company for the same service area”.

Ownership of the Licensee Company. 1.1 The LICENSEE licensee shall ensure that the total foreign equity in the paid up capital of the LICENSEE Company licensee company does not, at any time during the entire Licence licence period, exceed 74% of the total equity subject to the following FDI norms norms: (i) Both direct and indirect foreign investment in the licensee company shall be counted for the purpose of FDI ceiling. Foreign Investment shall include investment by Foreign Institutional Investors (FIIs), Non-resident Indians (NRIs), Foreign Currency Convertible Bonds (FCCBs), American Depository Receipts (ADRs), Global Depository Receipts (GDRs) and convertible preference shares held by foreign entity. Indirect foreign investment shall mean foreign investment in the company/ companies holding shares of the licensee company and their holding company/companies or legal entity (such as mutual funds, trusts) on proportionate basis. Shares of the licensee company held by Indian public sector banks and Indian public sector financial institutions will be treated as `Indian holding’. In any case, the `Indian’ shareholding will not be less than 26 percent. (ii) FDI up to 49 percent will continue to be on the automatic route. FDI in the licensee company/Indian promoters/investment companies including their holding companies companies, shall require approval of the Foreign Investment Promotion Board (FIPB) if it has a bearing on the overall ceiling of 74 percent. While approving the investment proposals, FIPB shall take note that investment is not coming from countries of concern and/or unfriendly entities. (iii) FDI shall be subject to laws of India and not the laws of the foreign country/countries.” 1.2 The Indian & Foreign equity holdings in the LICENSEE company as disclosed by the LICENSEE company on the date of signing of the LICENCE AGREEMENT, are as follows: X.Xx. Name of the promoter Indian or Foreign Per cent of paid up Equity TOTAL INDIAN EQUITY – TOTAL FOREIGN EQUITY – (inclusive of both direct and indirect) The LICENSEE shall declare the Indian & Foreign equity holdings (both direct and in-directindirect) in the LICENSEE company and submit a an unconditional compliance report regarding compliance of to the FDI norms and security conditions on 1st day of January and 1st day of July on six monthly basis to the LICENSOR. This is to The compliance report should be certified by the LICENSEE Company’s Company Secretary or the Statutory AuditorAuditor of the LICENSEE Company.” 1.3 The merger of Indian companies may be permitted as long as competition is not compromised as defined in condition 1.4 (ii). 1.4 The LICENSEE shall also ensure that: (i) Any changes that any change in share holding shall be subject to all applicable necessary statutory permissionsrequirements. (ii) No single company/ legal person1.4 Change in the name of the LICENSEE Company shall be permitted in accordance with the provisions under the Indian Companies Act, either directly or through its associates, 1956. 1.5 The LICENSEE company shall have substantial equity holding in more than one LICENSEE Company in the same service area for the Access Services namely; Basic, Cellular and Unified Access Service. `Substantial equity’ herein will mean `an equity a net worth as well as paid up capital of 10% or more’. A promoter company/ Legal person cannot have stakes in more than one LICENSEE Company for the same service area.Rs

Ownership of the Licensee Company. 1.1 (a) Foreign Direct Investment (FDI): The LICENSEE Licensee must be an Indian company, registered under the Indian Companies Act’1956. The Licensee shall ensure that the total foreign equity in the paid up capital of the LICENSEE Company does not, at any time during the entire Licence periodLICENSE PERIOD, exceed 74% of the total paid up equity subject to the following FDI norms norms: (i) Both direct and indirect foreign investment in the licensee company shall be counted for the purpose of FDI ceiling. Foreign Investment shall include investment by Foreign Institutional Investors (FIIs), Non-resident Indians (NRIs), Foreign Currency Convertible Bonds (FCCBs), American Depository Receipts (ADRs), Global Depository Receipts (GDRs) and convertible preference shares held by foreign entity. Indirect foreign investment shall mean foreign investment in the company/ companies holding shares of the licensee company and their holding company/companies or legal entity (such as mutual funds, trusts) on proportionate basis. Shares of the licensee company held by Indian public sector banks and Indian public sector financial institutions will be treated as `Indian holding’. In any case, the `Indian’ shareholding will not be less than 26 percent. (ii) FDI up to 49 percent will continue to be on the automatic route. FDI in the licensee company/Indian promoters/investment companies including their holding companies companies, shall require approval of the Foreign Investment Promotion Board (FIPB) if it has a bearing on the overall ceiling of 74 percent. While approving the investment proposals, FIPB shall take note that investment is not coming from countries of concern and/or unfriendly entities. (iii) The investment approval by FIPB shall envisage the conditionality that Company would adhere to licence Agreement. (iv) FDI shall be subject to laws of India and not the laws of the foreign country/countries. 1.2 The LICENSEE shall declare the Indian & Foreign equity holdings (both direct and in-direct) in the LICENSEE company and submit a compliance report regarding compliance of FDI norms and security conditions on 1st day of January and 1st day of July on six monthly basis to the LICENSOR. This is to be certified by the LICENSEE Company’s Company Secretary or Statutory Auditor. 1.3 The merger of Indian companies may be permitted as long as competition is not compromised as defined in condition 1.4 (ii). 1.4 The LICENSEE shall also ensure that: (i) Any changes in share holding shall be subject to all applicable statutory permissions. (ii) No single company/ legal person, either directly or through its associates, shall have substantial equity holding in more than one LICENSEE Company in the same service area for the Access Services namely; Basic, Cellular and Unified Access Service. `Substantial equity’ herein will mean `an equity of 10% or more’. A promoter company/ Legal person cannot have stakes in more than one LICENSEE Company for the same service area.

Ownership of the Licensee Company. 1.1 Foreign Equity: The LICENSEE shall ensure that the total foreign equity (directly and indirectly) in the paid up equity capital of the LICENSEE Company does shall not, at any time during the entire Licence periodtime, exceed 74% of the total equity subject to the following FDI norms : (i) : Both direct and indirect foreign investment in the licensee LICENSEE company shall be counted for the purpose of FDI ceiling. Foreign Investment shall include investment by Foreign Institutional Investors (FIIs), Non-resident Indians (NRIs), Foreign Currency Convertible Bonds (FCCBs), American Depository Receipts (ADRs), Global Depository Receipts (GDRs) and convertible preference shares held by foreign entity. Indirect foreign investment shall mean foreign investment in the company/ companies holding shares of the licensee LICENSEE company and their holding company/companies or legal entity (such as mutual funds, trusts) on proportionate basis. Shares of the licensee company held by Indian public sector banks and Indian public sector financial institutions will be treated as `Indian holding’. In any case, the `Indian’ shareholding will not be less than 26 percent. (ii) . FDI up to 49 percent will continue to be on the automatic route. FDI in the licensee LICENSEE company/Indian promoters/investment companies including their holding companies shall require approval of the Foreign Investment Promotion Board (FIPB) if it has a bearing on the overall ceiling of 74 percent. While approving the investment proposals, FIPB shall take note that investment is not coming from countries of concern and/or unfriendly entities. . Foreign Direct Investment (iiiFDI) FDI shall be subject to laws of India extant guidelines and not the laws regulations. However, equity of the foreign country/countries. 1.2 partner in the Licensee company should not be less than 26%. The LICENSEE shall declare the Indian & Foreign equity holdings (both direct and in-direct) in the LICENSEE company and submit a compliance report regarding compliance of FDI norms and security conditions on 1st day of January and 1st day of July on six monthly basis to the LICENSOR. This is to be certified by the LICENSEE Company’s Company Secretary or Statutory Auditor. 1.3 The merger . Management control of the LICENSEE Company shall remain in Indian companies may be permitted as long as competition is not compromised as defined in condition 1.4 (ii). 1.4 Hands. The LICENSEE shall also ensure that: : No telecom access service provider licensee company (iBasic service, UAS and/or CMTS) Any changes granted licence under Indian Telegraph Act, 1885 shall hold any equity, directly or indirectly, in share holding the bidder Company. Further, the bidder shall be subject to all applicable statutory permissions. (ii) also not likewise hold any equity, in any of such licensed telecom access service providers – licensee companies. No single company/ legal personMNP Licensee and their shareholders, either directly or through its associatesindirectly, shall have any substantial equity share holding (SEH) in more than one LICENSEE Company in the same service area for the Access Services namely; Basic, Cellular and Unified Access ServiceMNP Licensee Company. `‘Substantial equity’ equity share holding (SEH) herein will mean `‘an equity of 10% or more’. A promoter company/ Legal person cannot have stakes in more than one LICENSEE Company for the same service area.