Attachment 214 Notific Pro Form

This document pretains to ITC-T/C-INTR2009-07066 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTCINTR200907066_778030

ATTACHMENT 1 Reliance Communications, Inc. Notification of a Pro Forma Transfer of Control August 12, 2009 Pursuant to Section 63.24(f) of the Commission‘s Rules, 47 C.F.R. § 63.24(f), Reliance Communications, Inc. ("RCI"), which holds an International Section 214 authorization (File No. ITC—214—20021107—00535), hereby notifies the Commission of a pro forma transfer of control of ownership interests from and to entities controlling RCI. On July 13, 2009, RCT‘s indirect parent, Reliance Gateway Net Limited ("RGNL"), was merged into its direct (and RCTI‘s ultimate indirect) parent company, Reliance Communications Limited ("RCOM"). This change in ownership interests, which merely removes an intermediate company from the ownership chain above the licensee, does not change the ultimate ownership or control of the international Section 214 authorization held by RCI. RCOM continues to be the ultimate corporate parent of RCI, and RCOM, in turn, continues to be majority—owned and controlled by Mr. Anil Ambani. Response to Question 10 — Contact and Other Information re Transferor and Transferee Contact Information for Transferor Reliance Gateway Net Limited H Block, 1st Floor Dhirubhai Ambani Knowledge City Navi Mumbai — 400 710 Maharashtra, India Telephone: +91 22 3032 7808 RGNL was incorporated in India RGNL has not previously received International Section 214 authority and is not requesting such authority here. Contact Information for Transferee Reliance Communications Limited H Block, 1st Floor Dhirubhai Ambani Knowledge City Navi Mumbai — 400 710 Maharashtra, India Telephone: +91 22 3038 6113 RCOM is incorporated in India RCOM has not previously received International Section 214 authority and is not requesting such authority here.

Legal Counsel for Transferor/Transferee Christopher C. Tai Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 Telephone: (202) 429—3000 Response to Question 11 —10% or Greater Owners of Equity of Transferee The name, address, citizenship, principal business, and ownership percentage of each person or entity that directly or indirectly owns at least 10 percent of the equity of the transferee, RCOM,l are: Name: AAA Communications Private Limited ("AAACPL") Address: 3 Floor, Reliance Energy Centre Santa Cruz (East) Mumbai — 400 055 Maharashtra, India Citizenship: Incorporated in India Principal Business: Holding Strategic Investments % Ownership ofRCOM: 54.16% direct Name: Reliance Innoventures Private Limited ("RIVPL") Address: 3 Floor, Reliance Energy Centre Santa Cruz (East) Mumbai — 400 055 Maharashtra, India Citizenship: Incorporated in India Principal Business: Holding Strategic Investments % Ownership ofRCOM: 100% indirect (through 100% direct ownership in AAACPL times AAACPL‘s 54.16% direct ownership)" and 0.56% direct ! See Exhibit 2 appended hereto for a diagram depicting the ownership structure above RCOM. * Through operation of the multiplier specified in the note to Commission Rule 63.18(h) for calculating attributable interests, wherever the ownership percentage for any link in the ownership chain exceeds 50%, it is treated as a 100% interest. See 47 C.F.R. § 63.18, Note to paragraph (h). This multiplier is applied, as appropriate, in the calculations of ownership percentages throughout this notification.

Name: Mr. Anil Ambani Address: Reliance Center, 19, Walchand Hirachand Marg, Ballard Estate Mumbai — 400 038 Maharashtra, India Citizenship: India Principal Business: Industrialist % Ownership ofRCOM: 100% indirect (through 67% direct ownership in RIVPLY® and 0.09% direct Name: Mrs. Kokilaben Ambani Reliance Center, 19, Walchand Hirachand Marg, Ballard Estate Mumbai — 400 038 Maharashtra, India Citizenship: India Principal Business: Investor % Ownership ofRCOM: 33.18% indirect (through 33% direct ownership in RIVPL)* and 0.23% direct Response to Question 12 — Interlocking Directorates with Foreign Carriers After the pro forma transfer of ownership interests, there continue to be interlocking directorates with foreign carriers, as follows: Name of the Company Country Directors/Officers FLAG Telecom Group Services Limited Bermuda Rod Riley Mike Sauer Owen Best Prakash Shenoy* * 14. * 14. * Mssrs. Prakash Shenoy, Rod Riley, and Punit Garg serve solely as officers in the above companies, as indicated.

Reliance Globalcom Ltd. Bermuda Rod Riley*® Prakash Shenoy* Punit Garg* Reliance FLAG Telecom Ireland Limited Ireland Rod Riley* Harsh Malhotra FLAG Atlantic UK Limited UK Harsh Malhotra Mike Sauer Rod Riley* Reliance FLAG Atlantic France SAS France Harsh Malhotra Mike Sauer FLAG Telecom (Taiwan) Limited Taiwan Owen Best Girish Kulai FLAG Telecom Hellas AE Greece Rod Riley Antonio Cardone FLAG Telecom Japan Limited Japan Owen Best Girish Kulai FLAG Telecom Asia Limited Hong Kong Owen Best Girish Kulai Reliance Communications Canada, Inc. Delaware Mike Sauer Prakash Shenoy FLAG Telecom Servizi Italia Spa Italy Harsh Malhotra Antonio Cardone Response to Question 13 — Narrative Description of Pro Forma Transaction Reliance Globalcom BV ("RGBV") holds an 86.50 percent interest in Reliance Globalcom Ltd. ("Reliance Globalcom"), a company that indirectly controls International Section 214 licensee RCI. Prior to the transaction, RGNL held a 90 percent direct interest in RGBV, while RCOM, RGNL‘s direct parent, held a 10 percent direct interest in RGBV. After the corporate reorganization transaction was consummated on July 13, 2009, RGNL was merged into RCOM, making RCOM the direct holder of all interest (1.e., 100 ° See Exhibit 1 for a diagram depicting the corporate structure prior to the pro forma transaction.

percent) in RGBV.* Thus, the effect of the transaction was the removal of an intermediate company (RGNL) in the ownership chain above the Section 214 licensee. The transaction does not change the ultimate ownership or control of the international Section 214 authorization held by RCI. RCOM continues to be the ultimate corporate parent of RCI, and RCOM, in turn, continues to be majority—owned and controlled by Mr. Anil Ambani. As this transaction (1) resulted in no actual change in control over RCI; and (2) merely removed an intermediate company from the ownership chain above RCI, the transaction was pro forma as defined in Section 63.24 of the Commission‘s Rules,. 47 C.F.R. § 63.24 (d) ("Transfers of control or assignments that do not result in a change in the actual controlling party are considered non—substantial or pro forma."); see also id., Note 2 to Paragraph (d) ("Assignment or transfer from a corporation to a wholly owned direct or indirect subsidiary thereof, or vice versa" and "Corporate reorganization that involves no substantial change in the beneficial ownership of the corporation" are presumptively pro forma). For the Commission‘s information, RCI also wishes to inform the Commission of three additional ownership transfers, none of which constitute an assignment or a transfer of control under 47 C.F.R. § 63.24(c), but which RCI notes nevertheless for the Commission‘s records‘: 1. ESOP Stock Issuance On August 14, 2008, Reliance Globalcom issued 30,000,000 additional shares (a 2.91 percent share) under its Employee Stock Ownership Plan to Reliance ADA Group Trustees Private Ltd. ("RADA®") on behalf of Reliance Globalcom Employee Benefits Trust. As a result of this issuance of shares, there was a dilution of ownership interests of other shareholders. The following ownership percentages in Reliance Globalcom resulted from the stock issuance to RADA: (1) Largerwood Investments Limited ("LIL") held 19.42 percent; (1i) RGBV held 76.5 percent; (i1i) RGNL held 1.17 percent; and (iv) RADA held 2.91 percent. 2. Transfer ofShares from LIL to RGBV On December 31, 2008 LIL transferred 10 percent of its ownership interest in Reliance Globalcom to RGBV. As a result of this transfer, LIL now holds a 9.42 percent interest in Reliance Globalcom, while RGBV holds an 86.50 percent interest in Reliance Globalcom. 3. Transfer ofInterests to AAACPL and AAAIPL On June 26, 2009, AAA Communications Private Limited ("AAACPL") transferred 4.61 percent of its 63.38 percent interest in RCOM to AAA Industries Private Limited ("AAAIPL"), a company controlled by Reliance Innoventures Private Limited ("RIVPL"), which is controlled by Mr. Anil Ambani. AAACPL transferred a further 4.61 percent of its 63.38 percent interest in ° See Exhibit 2 for a diagram depicting the corporate structure after the pro forma transaction. ‘ All of these changes are reflected in the diagrams in Exhibits 1 and 2.

RCOM to ADA Enterprises and Ventures Private Limited ("ADAEV"), a company controlled by RIVPL, which is controlled by Mr. Anil Ambani. As a result of these transfers, AAACPL‘s ownership in RCOM was reduced from 63.38 percent to a still—controlling 54.16 percent.

Exhibit Reliance Corporate Structure Before July 13, 2009 Ruthill Holdings Anil Ambani Kokilaben Ambani Limited (INDIA) (INDIA) 10% AAA Business o y 657% y 33% Machine 100% . . s Private Reliance Innoventures Private Ltd 10% Limited "RIVPL" (INDIA) 90% 90% 100% .23% ¥ ¢ .09% rolas ADA Enterprises 09% _AAA (_Iommqm;attons AAA Industries and Ventures Private Limited & 0 4.61% 4.61% 54.16% 35.74% ¥ ¥ 3 3 3 Others > Reliance Communications Limited "RCOM" (INDIA) 100% ¥ ¥ 100% RCS Trust RGNL sov 10% (CYPRUS) 0 + ¥ o 1.17% . 100% 9420 L tC Reliance Globalcom BV » 0 w T Largerwood » Reliance Globalcom Ltd. 86.50% RGBV (formerly LC . 4 Reliance Infocom Investments Limited (formerly FLAG Telecom Group BV.}(NETHERLANDS) "LIL" (CYPRUS) Ltd.) (BERMUDA) "Reliance" * 4 Reliance ADA Group Trustees Private 2919 Limited (on behalf of Reliance 21% Globalcom Employees Benefits Trust) 100% ¥ 100% FLAG Telecom Group Services 7.41% . ho. 4 Limited Reliance Vanco Group Limited "FLAG" (BERMUDA) (ENGLAND) 92.59% 100% Y ~ 4 100% 3 Yipes Holdings, Inc. > (Re"ance“g‘;?,comf Inc.) Vanco Solutions, Inc. "Yipes HOM‘”S;;)(DELAWARE' 100% (DELAWARE, USA) (DELAWARE, USA) 100% 100% y F ¥ Vanco US LLC Reliance Globalcom Services (Reliance Communications, (DELAWARE, USA) . Inc. Inc.) "RCI" "Yipes" (DELAWARE, USA) (DELAWARE, USA) The 100% economic interest of the RCS Trust will remain with Reliance/Reliance Subsidiaries.

Exhibit Reliance Corporate Structure After July 13, 2009 Ruthill Holdings Anil Ambani Kokilaben Ambani Limited (INDIA) (INDIA) 10% AAA Business 67% 33% Machine 100% * s Private 4 Reliance Innoventures Private Ltd 10% Limited "RIVPL" (INDIA) 90% , 30% 100% .23% ¥ ¥ .090/ + a ADA Enterprises °| _AAA Qommqnlgatlons AAA j Industries and Ventures w Private urLimited Private Limited Private Limited AAACPL" (INDIA) 56x & 0 4.61% 4.61% 54.16% 35.74% ¥ ¥ % x x Others > Reliance Communications Limited "RCOM" (INDIA) 100% ¥ RCS Trust" 100% (CYPRUS) ¥ 4 100% 9429 y 117% Reliance Globalcom BV + 0 \\R Bvli Largerwood > Reliance Globalcom Ltd. 86.50% Refiance(;%;?gg Investments Limited (formerly FLAG Telecom Group BV.}(NETHERLANDS) "LIL" (CYPRUS) Ltd.) (BERMUDA) "Reliance" * A Reliance ADA Group Trustees Private 2.910% Limited (on behalf of Reliance 12022 Globalcom Employees Benefits Trust) 100% ¥ 100% FLAG Telecom Group Services 7.41% . hss 4 Limited Reliance Vanco Group Limited "FLAG" (BERMUDA) (ENGLAND) 92.59% 100% ¥ < 100% ¥ Yipes Holdings, Inc. > (Rehance“Ié\IfIc?::om, Inc.) Vanco Solutions, Inc. . \\Y- ; it ipeS Ho'd'”L?;A)(DELAWARE' 100% (DELAWARE, USA) (DELAWARE, USA) 100% 100% ¥ ¥ F Vanco US LLC Reliance Globalcom Services (Reliance Communications, (DELAWARE, USA) Inc. Inc.) "RCI" "Yipes" (DELAWARE, USA) (DELAWARE, USA) 1/ The 100% economic interest of the RCS Trust will remain with Reliance/Reliance Subsidiaries.


Document Created: 2009-11-09 15:38:09
Document Modified: 2009-11-09 15:38:09
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