Hemisphere Properties India Limited ("Company") was incorporated on January 17, 2005 atNew Delhi as a public limited company under the Companies Act, 1956 pursuant to a certificate of incorporation dated February 17, 2005 issued by the Registrar of Companies, National Capital Territory of Delhi & Haryana ("RoC").Our Company was incorporated on January 17, 2005 at New Delhi as a public limited company under the Companies Act, 1956 pursuant to a certificate of incorporation dated February 17, 2005 issued by the RoC. Our Company was formed as part of the disinvestment exercise carried out by the Government of India in respect of its holdings in the erstwhile Videsh Sanchar Nigam Limited (currently known as Tata Communications Limited) ("VSNL" or "TCL"). In 2002, the Government of India conducted a disinvestment exercise in respect of 25% of its shareholding in the equity share capital of VSNL, wherein in terms of the bid, separate value was to be ascribed to land to be retained with VSNL and to exclude the value of certain surplus lands, held by VSNL. PanatoneFinvest Limited ("Panatone") was the successful bidder in the disinvestment process and subsequently, entered into a share purchase agreement dated February 6, 2002 ("VSNL SPA") and a shareholders agreement dated February 13, 2002 ("VSNL SHA" and together, with the VSNL SPA, the "VSNL Agreements"). In terms of the disinvestment bid, the VSNL SHA and VSNL SPA, the surplus lands identified were required to be hived off or demerged into a separate entity.Pursuant to the Scheme of Arrangement, the surplus land parcels held by VSNL were transferred to our Company in lieu of allotment of Equity Shares to the shareholders of VSNL. Further, upon completion of the listing our Equity Shares, Panatone is required to transfer (i) 71,250,000 Equity Shares in terms of the Scheme of Arrangement, to the Government of India (to the extent of 25% of our equity share capital) and (ii) 57,000,000 Equity Shares to the erstwhile shareholders of VSNL who had tendered equity shares under the offer made by Panatone through the letter of offer dated March 27, 2002, subject to an overall limit of 20% of our equity share capital.