VODAFONE

SINHGAD INSTITUTE

OF MANAGEMENT

GUIDED BY Submitted by

Prof.AMOL KHANDAGALE SAHEBARAO DUDHABHATE

MANOJKUMAR DIGOLE

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KAUSTUBH BHAVSAR
PRANAV CHOPADE
SAMEER BHALERAO

2 ORGANIZATION

2.1 GEOGRAPHYCAL REACH

 To extend our reach beyond the companies Vodafone own, Vodafone have partnership
agreements with local operators in 42 countries.
 74 Countries with IP-VPN Vodafone are among the top five internet providers globally
and one of the largest operators of submarine cables.
 168 countries Our leading global 4G roaming footprint serves twice as many destinations
as the next best local competitor in most of our markets.

2.2 COMPANY HEADQURTER

 Vodafone Group plc is a British multinational telecommunications conglomerate with

headquarters in London and Newbury, Berkshire.
 Mumbai (Corp.) Gandhinagar (Reg.) Vodafone Idea Limited is an Indian telecom
operator with its headquarter based in Mumbai, Maharashtra.

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2.3 AWARDS AND ACHIVEMENTS

 Vodafone won two GOLDs at the Sabre Asia Pacific 2018 in recognition for the PR work
for the campaign Green Goodbye (eco-friendly immersion of Ganesha) in
Telecommunication category and Sabrimala initiative (use of tech to keep children
protected at Sabrimala) in “Marketing to Men” category

 Vodafone won Silver at the PR Awards Asia Pacific 2018 for the PR campaign around
“Green Goodbye” – the eco-friendly immersion of Ganesha
 Vodafone won GOLD at The ABBYs 2018 in recognition of the PR work for the
campaign “Green Goodbye”, about the eco-friendly immersion of Ganesha
 Vodafone Business Services wins Frost and Sullivan ‘Best Enterprise Service Provide -
SMB’ award 2016
 Mobile Connect India Consortium received GSMA’s highest award - the Chairman’s
Award at MWC 2016.
This is to recognize the collective industry level effort by all operators to make Mobile
Connect successful in India. Vodafone India together with GSMA led and created an all
operator industry consortium in India for a successful Mobile Connect launch.
 Mobile Connect India Consortium received GSMA’s highest award – the Chairman’s
Award at MWC 2016
 Vodafone Business Services (VBS) recognised as the chosen leader for Telecom Carrier
(Leased Lines) and Telecom Carrier (Mobile Access) at CIO CHOICE 2016 awards
 Vodafone recognised one among the Best Corporate Brands at the ET Best Corporate
Brands Summit
 Voice and Data Telecom Leadership Awards 2015
Jury award for CTO of the Year to Vishant Vora
 Marten Pieters recognised as INFOCOM 2014 CEO of the Year by ABP Group in the
category of Telecom/Communications. This award is for his exceptional vision,

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creativity, business acumen and extraordinary contributions to the development of the

Indian ICT industry 2014
 Marten Pieters receives a special recognition award of Excellence at ET Telecom Awards
2014 for his outstanding contribution to the Telecom Industry. Award presented by Shri
Ravi Shankar Prasad, Union Minister of IT and Telecom
 Anthony Thomas, CIO Vodafone receives award for Excellence in Customer Experience
at IDC Insights Award 2014
 Kumar Das, General Counsel, Vodafone India awarded as one of the six In-House
Counsel of Distinction in the 2014 Emerging Markets Awards by The Asian Lawyer,
sister publication of American Lawyer
 Vodafone India receives ‘Top MNC for Leaders’ in India 2014 award –study conducted
by AON Hewitt in partnership with Economic Times.
 Vodafone India recognised as the Most Admired Company in Telecom sector
Fortune India - Hay Group survey 2014 (The research is based on a unique peer ranking
methodology, which covered 523 companies across the economy’s 15 key sectors. 443
respondents participated to rank their peers across a scale of ten parameters that included
corporate governance, endurance, impact on society, investment value, product/service
quality, innovation, quality of leadership, talent development, employee
empoVodafonerment and business footprint)
 Vodafone India receives Top MNC for Leaders in India 2014 award - study conducted by
AON Hewitt in partnership with Economic Times
 At Asia Retail Congress 2014, Vodafone India won the award for Retailer of the Year
2014.
 Recognised as the Most Trusted Brand in Telecom Category and among the Top 20
brands in the country - Brand Trust Report 2014 by Trust Research Advisory
 Winner of the DSCI / NASSCOM Privacy Leader of the Year 2013 award to Corporate
Information Security Team
 Honorary Fellowship of the IET, London (The Institution of Engineering and
Technology) awarded to TV Ramachandran in recognition of his great contribution to

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mobile telephony in India. Former recipients include N R Narayan Murthy, Ratan Tata
among others
 Winner of IDG India’s CIO magazine’s annual CIO100 award at its 8th edition 2nd time
in a row
 Telecom Operator Awards 2012 by tele.net:
1) CEO of the Year - Marten Pieters
2) Most Admired Telecom Operator
3) Best 3G Service Operator
 Best 3G operator - tele.net’s 2013 Telecom Operator Award (along with Airtel)
(Colman Deegan) among CFO India's III Annual CFO100 Roll of for 2012-1013 -
Winning Edge in Cost Management (Revenues above Rs. 1000 cr) - by the the CFO
institute

2.4 VODAFONE SERVICES

 Vodafone Roaming Services ensures over 750 million mobile customers can confidently
connect abroad and enjoy voice and data services.
o Vodafone make roaming work for Vodafone customers
o Vodafone are Vodafone's central wholesale roaming team. Vodafone manage the
contracts and technical connectivity with more than 650 foreign networks in
almost every country of the world. Vodafone steer customers to the best available
network and monitor their voice and data quality, around the clock. Vodafone
negotiate roaming rates and traffic volumes with our roaming partners and settle
the resulting payments with them.

 Vodafone Shared Services creates value for Vodafone by optimising quality and
efficiency. It has matured over the past 10 years, delivering value to our partners and
significantly contributing to customer experience.

2.5 STEPS TOWARDS ENVIRONMENT CONSERVATION

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 Many analysts say global energy needs are expected to increase by a further 25% by
20401.
o Achieving the required reductions in GHG emissions will be particularly
challenging in the context of continuous economic and population
growth.Providing communications services requires significant amounts of
energy. Every additional connected device gigabyte of data transmitted or stored
represents a potential increase in energy needs.There is a pressing need, therefore,
for Vodafone and other communications companies to develop innovative
approaches to minimise energy consumption in order to mitigate the climatic
consequences of this rising growth in demand for our services.
 Through our Internet of Things services Vodafone are helping our customers to manage
energy more efficiently and reduce their emissions. Vodafone estimate that over 31% of
the more than 85 million IoT connections Vodafone operate directly enable customers to
reduce their emissions, and Vodafone expect these connections to increase over time.
 Our total 2019 global GHG emissions, including emissions over which Vodafone have
direct control (Scope 1) and emissions from purchased electricity (Scope 2), Vodafonere
2.00 million tonnes of CO2e. This was a decrease of just over 3% from last year (2018),
predominantly due to a reduction in the carbon emissions associated with purchased
electricity.
 Vodafone are also working to analyse our Scope 3 emissions, which are the indirect
emissions over which Vodafone have no direct control, but may be able to influence.
They include emissions from our suppliers when providing us with goods and services,
emissions from our joint ventures over which Vodafone do not have operational control,
and emissions associated with the use of our products and services by our customers.
 Our efforts to reduce Scope 3 emissions are concentrated where Vodafone believe
Vodafone can make the biggest impact: joint venture businesses, our suppliers and
business travel.

2.6 WOMEN’S EMPOWERMENT

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 We are strongly committed to diversity and inclusion and believe that by improving the
diversity of our global workforce we will better reflect our customer base and wider society.
 We believe our strong commitment to diversity is a source of business strength, as evidenced
by our long-term ambition to become an employer with such a strong track record for
attracting, retaining and developing talented women that, by 2025, we will be widely
considered to be the world’s best employer for women.
 Over the past two decades, the global gender gap has narrowed – particularly in areas such as
education and health. However, major challenges remain.
 One study estimates that it will take another 202 years to close the gender gap in the
workplace if significant changes are not made 1.
 Women are disadvantaged economically across all cultures, societies and economies.
Globally, around 50% of women aged 15 or over are in paid employment, compared with
around 75% of men.

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5. GOVERNANCE

5.1 PHILOSOPHY

 The Board of the Company is committed to high standards of corporate governance, which
it considers are critical to business integrity and to maintaining investors’ trust in the
Company. The Group expects all its directors and employees to act with honesty, integrity
and fairness. The Group will strive to act in accordance with the laws and customs of the
countries in which it operates; adopt proper standards of business practice and procedure;
operate with integrity; and observe and respect the culture of every country in which it does
business.

5.2 Action taken by Sebi

 Vodafone-Idea deal gets conditional go-ahead from Sebi

 MUMBAI: The Securities and Exchange Board of India (Sebi) has given
conditional approval to the merger between Kumar Mangalam Birla-owned
IdeaNSE 2.67 % Cellular and Vodafone India. It will be subject to the regulator’s
ongoing probe and approvals from public shareholders and the National
Company Law Tribunal( NCLT).

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In its no-objection letter on the scheme of arrangement between Vodafone

Mobile Services, Vodafone India, Idea, their shareholders and creditors, Sebi
said all its conditior.Sebi said all its conditions must be placed before the NCLT
while seeking the latter’s approval. “Vodafone welcomes the Sebi approval,” a
Vodafone India spokesperson told ET. The Aditya Birla Group, however, was
unavailable for comment.
5.3 Inside threading issues in vodafone
 Their no issues found Inside threading for this company

5.4 Vodafone involvement in scam

1. The terrifying new mobile phone scam that leaves you with a £300 bill for calls you
never made
Thousands of mobile customers are falling victim to a terrifying new scam that leaves
them with a giant bill for a phone call they insist they never made.Some victims are
being hit with charges of more than £300 for mystery calls lasting up to 12 hours.But
they only find out about the calls when they get an itemised bill or receive a text
message saying their phone is being blocked due to high usage.In every case seen by
Money Mail, involving Vodafone, EE and O2 customers, the scam begins with the
customer receiving a call from an unfamiliar number that starts with 0845 or 0843.

2.Vodafone wins Rs. 11,000 cr. tax case in Supreme Court

 The Supreme Court on Friday set aside the demand of the Indian tax authorities asking
the Netherlands-based holding company of Vodafone to pay capital gains tax to the
tune of over Rs. 11,000 cr. on a 2007 offshore transaction in the purchase of a Cayman
Islands-based minority shareholder in Hutch-Essar.The offshore transaction, which gave the
Vodafone holding company a 67 per cent stake in Hutch-Essar, was a bonafide, structured
foreign direct investment (FDI) into India, held a three-judge Bench of Chief Justice S.H. Kapadia
and Justices K.S. Radhakrishnan and Swantantar Kumar.“The offshore transaction evidences
participative investment, not a sham or tax avoidant pre-ordained transaction. It is between a
Cayman Islands company and a company incorporated in Netherlands. The subject matter was
the transfer of a company incorporated in Cayman Islands. Consequently, Indian tax authorities
had no territorial tax jurisdiction to tax the offshore transaction,” the Bench said.The Bench held
that both Vodafone and Hutch were not “fly by night” operators or short-term investors and had
contributed substantially — Rs. 20,242 crore — to the exchequer between 2002-3 and 2010-11,
both by way of direct and indirect taxes.Vodafone International Holdings BV, a company
resident for tax purposes in the Netherlands, acquired the entire share capital of CGP
Investments (Holdings) Ltd. (CGP) a company resident for tax purposes in Cayman Islands on Feb
11, 2007.Revenue authorities claimed that this would give the Netherlands-based company a 67

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per cent controlling interest in Hutch-Essar, a company resident for tax purposes in India.
However, Vodafone disputed this saying that it only controlled a 67 per cent interest, but not
controlling interest, in Hutchison Essar Limited.According to Vodafone it was asked by the IT
department in October 2010, to pay Rs. 11,217 crore towards capital gains tax. After the
Bombay High Court upheld the demand, the company filed an appeal in the Supreme Court.

3. Bombay High Court directs tax department to refund Rs 788.39 crore to

Vodafone-Idea
The Bombay High Court has directed the income tax department to refund Rs
788.39 crore to Vodafone Idea Ltd. (VIL) within three weeks, bringing some relief
to the loss-making telecom operator which has also sought the government’s
help to ease its financial stress.
The refund order – more than Rs 630 crore due to Vodafone India and over Rs
150 crore to Idea Cellular – was issued by the court last week.
The tussle between the telco – formed following the August 2018 merger of
Vodafone Idea and Idea Cellular – and the IT department erupted from the
assessment order for 2017-2018 financial year, when the two companies
together suffered losses of more than Rs 6,600 crore.
The IT department had held back the refund on the grounds that they had
declared income of nearly Rs 287 crore during the assessment year 2016-2017
but incurred a big loss the next year, and therefore their returns for 2017-2018
should be investigated.
The merged company reported its first combined financial results for the July-
September quarter of2018-19.
The investigating officer had highlighted other issues including revenue share,
licence fees and non-deduction of tax at source on discount to prepaid
distributors pending with the Income Tax Appellate Tribunal. The officer wanted
to investigate the possibility of enhancement of the tax demand.The high court
bench rejected the argument that just because the telco had declared profit in
one year and loss right after that, the claims needed to be relooked at.
VIL declined to comment. On Friday, the telco’s shares ended 1.1% higher at Rs
6.39 Bombay Stock Exchange.
This is the second instance that a tax refund case has gone in VIL’s favour.
Earlier this month, the high court had ordered the IT department to process
refund of Rs 374.26 crore due to Vodafone India.

5.5 CRISIL RATING

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 Long-term rating downgraded to 'CRISIL AA-/Negative', removed from 'Watch

Developing'; short-term rating reaffirmed

Rating Action
Total Bank Loan
Rs.24578.81 Crore
Facilities Rated

CRISIL AA-/Negative (Downgraded from 'CRISIL AA'; Removed from

Long Term Rating
'Rating Watch with Developing Implications')

Short Term Rating CRISIL A1+ (Reaffirmed)

Rs.2000 Crore Commercial Paper CRISIL A1+ (Reaffirmed)

1 crore = 10 million

Refer to annexure for Details of Instruments & Bank Facilities

 Detailed Rationale
 CRISIL has downgraded its rating on the long-term bank facility of Vodafone
India Ltd (VIL; a part of Vodafone India) to 'CRISIL AA-' from 'CRISIL AA'. The
rating has been removed from 'Rating Watch with Developing Implications' and
has been assigned the 'Negative' outlook. Rating on the short-term bank facility
and commercial paper has been reaffirmed at 'CRISIL A1+'. The watch has been
resolved, following clarity from the management with regards to its deleveraging
plans for the combined entity and expected synergies and timelines of the same.
 CRISIL had placed the rating on watch on March 21, 2017, following VIL's
announcement of a merger with Idea Cellular Ltd (Idea). The deal has been
approved by the National Company Law Tribunal, Competition Commission of
India, Securities and Exchange Board of India, creditors, shareholders, and stock
exchanges. Nod from the department of telecommunication (DoT) and relevant
approval to raise foreign investment in Idea, are likely to be received over next
two to three months.

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 The rating downgrade follows continued weak operating performance for both
VIL and Idea. CRISIL understands synergy benefits for the combined entity will
be gradual, and will be fully realised over 3-4 four years post the merger;
however, the combined entity needs to incur a sizeable one-time cost in fiscal
2019. Though Idea and Vodafone India plan to pare their debt through sale of
their standalone tower assets and via a fresh equity infusion, debt for the
combined entity is expected to exceed Rs 90,000 crore as on March 31, 2019.
 CRISIL believes the credit risk profile of the combined entity may continue to be
impacted by competitive intensity, while the quantum and timeliness of synergy
benefits will be key rating sensitivity factors. Moreover, support provided to the
combined entity by its sponsors, the Aditya Birla Group and Vodafone Plc will
remain a key monitorable.
 The ratings reflect the strong market position of the combined entity in the mobile
telephone segment in India, and support from strong sponsors. These strengths
are partially offset by moderate financial risk profile and exposure to regulatory
changes and technological risks

ANALYTICAL APPROCH

 For arriving at the ratings, CRISIL has combined the business and financial risk
profiles of VIL and its subsidiaries, including Vodafone Mobile services Ltd
(VMSL; rated CRISIL AA-/Negative/CRISIL A1+). This is because all the entities,
collectively referred to as Vodafone India, operate in the same business and
have a common management. CRISIL has pro-forma combined business and
financial risk profile of Idea along with Vodafone India to arrive at the expected
credit profile of the combined entity.

Outlook: Negative

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 CRISIL believes VIL's credit risk profile may be impacted by continued

competitive intensity, while the quantum and timeliness of synergy benefits will
be key monitorable.

5.6 CURRENT NEWS

1. Vodafone's New Rs 225 Prepaid Plan Offers Unlimited Voice Calls, 4GB Data for 48
Days

2. Airtel, Vodafone and Reliance Jio: All Mobile Tariff Plans Under Rs 100 With 28 Days
Validity

3. OPINION | Supreme Court Telecom Verdict Sends Signal to Companies That They Can't
Avoid Paying Govt Dues

4. Vodafone-Idea Stock Surges 23 Percent as Company Clears the Air on Exiting Indian
Market

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4 MAEKETING

Promoters

As at the date of this Letter of Offer, the following are the Promoters of our Company:

Aditya Birla Group

1.Mr. Kumar Mangalam Birla;

2.Hindalco Industries Limited;

3.Grasim Industries Limited;

4.Birla TMT Holdings Private Limited;

Vodafone Group

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5.Vodafone International Holdings B.V.;

6.Al-Amin Investments Limited;

7.Asian Telecommunication Investments (Mauritius) Limited;

8.CCII (Mauritius), Inc.;

9.Euro Pacific Securities Limited;

10.Vodafone Telecommunications (India) Limited;

11.Mobilvest;

12.Prime Metals Limited;

13.Trans Crystal Limited;

14.Omega Telecom Holdings Private Limited;

15.Telecom Investments India Private Limited;

16.Jaykay Finholding (India) Private Limited; and

17.Usha Martin Telematics Limited.

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The Promoters together hold an aggregate of 5,546,488,667 Equity Shares, aggregating to

63.50% of the pre-

Issue issued, subscribed and paid-up share capital of our Company. For further details, see
“Capital Structure”

1.Mr. Kumar Mangalam Birla

Mr. Kumar Mangalam Birla is our Non-Executive Chairman and is one of the

original promoters since the incorporation of the Company. For additional details

on the profile of Mr. Kumar Mangalam Birla, i.e., his date of birth, age, residential

address, educational qualifications, professional experience, positions / posts held

in the past and other directorships, and special achievements, see “Our

Management” on page 165.

Mr. Kumar Mangalam Birla holds 233,333 Equity Shares in our Company.

Mr. Kumar Mangalam Birla’s permanent account number is AEFPB5926H. Mr.

Kumar Mangalam Birla does not have a driving license.

Other than as disclosed in “– Our Promoter Group” and “Our Management” on

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pages 184 and 165, respectively, Mr. Kumar Mangalam Birla is not involved in

any other venture.

Our Company confirms that the permanent account number, bank account number(s) and
passport number of

Mr. Kumar Mangalam Birla will be submitted to the Stock Exchanges at the time of filing of
this Letter of

Mr. Navanit Narayan is the Chief Strategy Officer of our Company. He joined our Company
on January 2,2008 and held the position of Chief Service Delivery Officer. Post the Merger
on August 31, 2018, he has been designated as the Chief Strategy Officer of the Company
responsible for strategy function. He holds a bachelor’s degree of engineering in mechanical
from Birla Institute of Technology and a master of science from Northwestern University. He
also holds a post graduate diploma in business management from Xavier Labour Relations
Institute, Jamshedpur. He has significant work experience including eleven years of
experience in telecom sector. He has also worked with Nokia Siemens Networks Limited,
Epicenter technologies Private Limited, Wipro Spectramind Services Limited, William M
Mercer and Tata Steel in the past. In the Fiscal 2018, he received a gross remuneration of ₹
21.15 million. Mr. P. Balaji is the Chief Regulatory and Corporate Affairs Officer of our
Company. He joined Vodafone India on October 20, 2014, and held the position of Director
–Regulatory, External Affairs and CSR. Post the Merger on August 31, 2018, he was
appointed as the Chief Regulatory and Corporate Affairs Officer of our Company responsible
for Regulatory and CSR function. He holds a bachelor’s degree in electronics engineering
from Indian Institute of Technology, Roorkee and a post graduate diploma of engineering in
electronics and communication engineering from Indian Institute of Management,
Ahmedabad. He has extensive experience in the telecom sector. He has also worked with
Nokia Limited and Sony Ericsson Mobile Communications (India)

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Private Limited as the head of Market Unit - India. He is also the Chairman of ASSOCHAM
National Council on Telecommunications and Convergence. He was also the President of
Telecom Equipment Manufacturers Association. Since he joined our Company in August
2018, he did not receive any remuneration from our Company in Fiscal 2018. Mr. Kumar
Das is the Chief Legal Officer of our Company. He joined Vodafone India on April 30, 2010
and held the position of General Counsel. Post the Merger on August 31, 2018 he was
appointed as the Chief Legal

Officer of our Company responsible for Legal, Compliance and Corporate Security function.
He holds a bachelor’s degree of law and a bachelor’s degree of science (Honours), both from
University of Delhi. He holds a master’s degree in law from University of Delhi. In the past,
he has worked with Nokia India Private Limited and was also associated with Hindustan
Unilever Limited. He has more than 29 years of work experience

including 9 years in the telecom sector. Since he joined our Company in August 2018, he did
not receive any

remuneration from our Company in Fiscal 2018.

Mr. Rajesh Srivastava is the Chief Commercial Officer at our Company. He joined our
Company on

November 7, 2006 and held the position of Chief Commercial Officer. Post the Merger on
August 31, 2018, he

has been designated as the Chief Commercial Officer of the Company responsible for
commercial function. He

holds a bachelor’s degree of Science in Physics from University of Delhi and a bachelor’s
degree of engineering

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in electrical technology and electronics from Indian Institute of Science, Bangalore. In the
past, he has worked

with FAST Telecommunication Co. W.L.L., Gulf Bank, Alghanim Industries, Essar
Investments Limited, The

East India Hotels Limited and Ipca Laboratories Limited. He has over 40 years of work
experience including 14

years in the telecom sector. In the Fiscal 2018, he received a gross remuneration of ₹ 19.04
million.

Mr. Suvamoy Roy Choudhury is the Chief Human Resource Officer of our Company. He
joined Vodafone

India on January 15, 2015 and held the position of Director – Human Resources. Post the
Merger on August 31,

2018, he was appointed as the Chief Human Resource Officer of our Company responsible
for Human Resource

function. He holds a bachelor’s degree of arts from University of Calcutta and a master’s
degree of arts in

personnel management and industrial relations from Tata Institute of Social Sciences. He has
worked with

Motorola Limited, Baxter (India) Private Limited and Reckitt Benckiser (India) Limited in
the past. Since he

joined our Company in August 2018, he did not receive any remuneration from our Company
in Fiscal 2018. He

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has significant work experience including 4 years in telecom sector.

Except Mr. Nick Gliddon and Mr. Vishant Vora, who have been seconded to our Company
from Vodafone

Global Enterprise Ltd. until June 30, 2019 and Vodafone Group Services Limited until June
30, 2020,

respectively, all the other Key Managerial Personnel and the Senior Managerial Personnel
are permanent

employees of our Company.

Relationship among Key Managerial Personnel and Senior Managerial Personnel

None of our Key Managerial Personnel and Senior Managerial Personnel are related to each
other.

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