Idea Cellular- Outcome of AGM

Idea Cellular Ltd has informed that the members at the 12th Annual General Meeting (AGM) of the Company held on December 12, 2007, inter alia, have accorded to the following:

1. Adoption of the profit and Loss Account for the year ended March 31, 2007 and the Balance Sheet of the Company as at March 31, 2007, the Directors' Report and the Auditors' Report thereon.

2. Re-appointment of Mr. Saurabh Misra, Ms. Tarjani Vakil & Mr. Mohan Gyani as Directors of the Company.

3. Re-appointment of M/s. Deloitte Haskins and Sells, Chartered Accountants, the surviving retiring Auditors, as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company, on remuneration, terms and conditions.

4. Appointment of Mr. Biswajit A Subramanian & Mr. G P Gupta as Directors of the Company, liable to determination by retirement by rotation.

5. Authority to Board to borrow any sums or sums of money from time to time at their discretion, for the purpose of the business of the Company from any one or more Bank(s), Financial Institutions and other persons, firms, bodies corporate, notwithstanding that the monies to be borrowed together with monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed upto a sum of Rs 12,000 crore (Rupees Twelve Thousand crore) over and above the aggregate of the then paid up capital of the Company and its free reserves (that is to say, reserves not set apart for any specific purpose ) and that the Board of Directors be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as they may, in their absolute discretion, think fit, subject to necessary provisions and approvals.

6. Authority to Board to the mortgages and / or charge and / or assignment, in addition to the mortgages and / or charges and / or assignment created / to be created by the Company, in such form and manner and with such ranking as the priority and at such time and on such terms as the Board may determine, on all or any of the movable and / or immovable, tangible and / or intangible properties and / or contracts both present and future and / or the whole to any part of the undertaking (s) of the Company together with the power to take over the management of the Business and concern of the Company in certain events of default , in favor of the lender(s),agent (as), trustee(s) for securing the borrowings avails / to be availed by the Company and / or any of the Company's subsidiary by way of loan(s) (in foreign currency and / or rupee currency) and / or advances including credit facilities, and / or securities (Comprising fully / partly convertible debentures and / or non-convertible debentures with or without detachable or non-detachable warrants and / or secured premia notes and / or floating rate notes / bonds or other debt instruments), issued / to be issued by the Company from time to time, subject to the limits approved / as may be approved by the members under the Companies Act, 1956, together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, premium (if any) on redemption, remuneration of agent(s) / trustee, all other costs, charges and expenses, including any increase basis result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of loan agreement(s), heads of agreement devolution / fluctuation in exchange rate of foreign currency involved ) by the debenture trust deed(s) or any other document, entered into / to be entered into between by the Company and the Lender(s) / Agent(s) / Trustee, in respect of the said loans / borrowings / debentures securities and containing such specific terms and condition and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors (including any committee thereof) and the Lender(s) / Agent (s) / Trustee(s), subject to necessary provision and approvals.

7. Authority to the Board for the increase in remuneration of Mr. Sanjeev Aga - "Managing Director" of the Company for a period of 3 (three) years with effect from July 01, 2007, on terms and conditions.

8. Alternation of the Clause V of the Memorandum of Association of the Company by replacing the following Clause V:

"V: The authorised share capital of the Company is Rs 57,750,000,000 (Rupees Fifty Seven Billion & Seven Hundred Fifty Million only) divided into 4,275,000,000 (Four Billion & Two Hundred Seventy Five Million only) equity shares of Rs 10/- (Rupees Ten) each and 1,500 (One Thousand Five Hundred) redeemable cumulative non-convertible preference shares of Rs 10,000,000 (Rupees Ten Million only) each, with the rights, privileges and conditions attached thereto as per the relevant provisions contained in that behalf in the Articles of Association of the Company and with the power to increase or reduce the capital of the Company and to divide the shares in the capital for the time being into several classed ( being those specified in the Companies Act, 1956) and to attach thereto respectively such preferential qualified or special rights, privileges or conditions in such manner as may be permitted by the said Act or provided by the Articles of Association of the Company for the time being in force."

9. Alternation of the existing Article 3 (a) of the Articles of Association of the Company by replacing the following Article 3(a):

"a. The authorised share capital of the Company is Rs 57,750,000,000 (Rupees Fifty Seven Billion & Seven Hundred Fifty Million only) divided into 4,275,000,000 (Four Billion & Two Hundred Seventy Five Million only) equity shares of Rs 1,500 (One Thousand Five Hundred only) redeemable cumulative non-convertible preference shares of Rs 10,000,000 (Rupees Ten Million) each, with power from time to time subject to the provisions of the Memorandum of Association to modify, increase or reduce the capital of the Company and to divide the shares in the capital for the tine being into several classes and to attach thereto respectively such preferential. guaranteed, qualified or special rights or conditions as may be determined by or in accordance with these Articles and vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by these Articles."

10. Alternation of the existing Article 156 (a) of the Articles of Association of the Company by replacing the following Article 156(a):

"156 (a): At least Seven (7) calendar days’ notice of every meeting of the Board shall be given in writing to every director. Such notice shall be accompanied by the agenda setting out the business proposed to be transacted at the meeting of the Board, provided, however, that with the consent of all Directors of the Company, a meeting of the Board may be convened by a shorter notice in the case of a emergency or if special circumstances so warrant. Notice of Board Meetings to all Directors shall be. given in writing by facsimile transmission and by e-mail and confirmation copy by courier and a copy of such notice shall also be served at the address within India specified by such Directors in writing to the Company."