Format of the Reports to Be Submitted To

FORMAT OF THE REPORTS TO BE SUBMITTED TO
SEBI IN TERMS OF REGULATION 3(4)

1.Format of the captioned reports has been divided into two parts: Part Part II & I.

2.Part I enumerate the details, which are common to all type of acquisitions whereas Part II enumerates the details, which are specific to the acquisition. There are five forms in Part II (Form A, Form B, Form C, Form D & Form E)

3.Both the Parts [Part I & Part II (i.e. the Specific form)] are required to be filled up and submitted as a single report under Regulation 3(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 so as to reach SEBI within 21 days of the date of acquisition along with the fee as specified under Regulation 3(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

1. Forward copies of documentary evidences wherever applicable

PART I

GENERAL DETAILS
Sr. No. / Item / Factual Detail and comments, if any
I / Date of report
II / Name, address, Tel., Fax Nos. and email of the sender
III / Whether sender is acquirer / Yes/No
If no, whether the sender is duly authorised by acquirer to act on his behalf in this regard (Enclose copy of such authorization)
IV / Compliance of Reg. 3(4) & 3(5)
i.Whether report has been submitted to SEBI within 21 days from the date of acquisition - Reg. 3(4)
ii.Whether the report stated at (i) is accompanied with fees as required u/r 3(5)

Target company Details

Sr. No. / Item / Factual Detail and comments, if any
I / A.Name & address of Target Company(TC)
B.Tel. and Fax Nos.
C.Contact person
D.Yearwise profit/loss of the TC for the last 3 completed financial year
E.Nature of business and product of TC
II / Name of StockExchange (s) where shares of TC are listed
III / Opening & Closing price of shares of TC as on date of acquisition (indicate the name of stock exchange)
In case, no quotation was available on that particular date, give the last quoted price available along with date.
IV / Total Paid up capital of TC in terms of Number of shares/voting rights
a.Before acquisition of shares/voting rights under consideration (No. and %)
b.After Acquisition of shares/voting rights under consideration (No. and %)
V / Shareholding pattern of the TC / Before acquisition (No. & %) (one day prior to the date of acquisition) / After acquisition (No. & %) (one day after the date of acquisition)
(A) / In case the acquirer is a promoter
PROMOTERS HOLDING
Acquirers
Sellers (in case of inter se)
Others
(A) / Total
NON-PROMOTERS HOLDING
Public
Financial Institutions
(B) / Total
TOTAL (A+B)
(B) / In case acquirer is a non-promoter
Promoters
Acquirer
Public
Financial Institutions
TOTAL

Acquirers’ Details

Please note : Unless otherwise stated Acquirer along with Persons acting in concert with him would be taken as “Acquirer” hereinafter.

Sr. No. / Item / Comments, if any
I / A. / Name, Address, Telephone, Fax No., e-mail of Acquirer(s) [Regarding Persons acting in concert with the main acquirer, give only names of PAC]
Identify the main acquirer and he must be authorized by other PAC to file a report with SEBI. / (Enclose copies of the letter authorizing the main acquirer to file the report.)
Any further correspondence by SEBI regarding the acquisition will be done with the main Acquirer
B. / State whether the acquirer is
a.An individual or a company
b.Indian or foreign origin
c.Promoter of TC
II / In case, the acquirer is a company,
a.Indicate whether Indian company or a company incorporated outside India
b.Identify its promoters or persons having control over the said company and the group they belong to.
c.Paid up capital of the acquirer company
d.Mention the status of the acquirer—
whether a listed or an unlisted company
e.If listed, indicate the stock exchanges where the acquirer company is listed
f. Name of contact person
III / Details of the security acquired.
a.Type of security acquired (State whether equity shares/PCD/NCD/ FCD/warrants/CCPS, etc.)
b.Features of the security allotted in terms of price, exchange rate, conversion period, and exchange ratio.
IV / (A) / Shareholding of acquirer in target company (in terms of No. & % of shares of Target Company) / Before acquisition (No. & %) (one day prior to the date of acquisition) / After acquisition (No. & %) (one day after the date of acquisition)
No. / %
a.Before the acquisition under consideration (one day prior)
b.After the acquisition under consideration (one day after)
c.One year prior to the date of acquisition
(B) / Indicate the total No. of shares acquired by you in the TC within a period of 12 months from the date of acquisition including the current acquisition
V / Mention the regulation [10,11(1), 11(2) or 12] which would have been triggered off, had the report not been filed under Regulation 3(4). Explain by giving pre-and-post acquisition holding of shares/voting rights/ control over the target company or by giving the % shares/voting rights acquired.
VI / Indicate whether the acquirer has earlier filed any report/documents to SEBI regarding any acquisition in the TC (Yes/No)
If yes, give the following information
i.Type of document filed (report u/r 3(4) or offer document/application u/r 4)
ii.Date when filed
iii.No. and % of shares proposed to be acquired
iv.No. and % of shares actually acquired
v.Type of acquisition (Preferential/inter se/public/rights etc.)

Category of the Acquisition/Transaction

Sr. No. / Item / Comments, if any
I / Specify the sub-regulation/sub-clause under Regulation 3, to which the transaction falls.

PART II

Form A

For transaction falling under Regulation 3(1)(a) – Allotment pursuant to an application made to a public issue

Sr. No. / Item / Factual information/disclosure given and Comments on compliance of Regulatory requirements.
Write “Complied with/not complied with” if applicable.
I / Date of allotment
II / Acquisition price per share
III / No. & percentage of shares of T.C. acquired
IV / In case, the acquisition is by way of application made in public issue
1.Indicate No. & % of shares applied for vis-a-vis No. & % of shares acquired.
V / In case, the acquisition is by way of firm allotment in the public issue
1.Comments as to how in your view you have satisfied the provision of said Regulation.
2.Indicate No. & % of shares acquired.
3.Indicate whether full disclosure about the following was given in the prospectus:
a.Identity of acquirer
b.Consequential changes :
i.in voting rights
ii.in Shareholding pattern
iii.in Board of Directors
c. Whether it would result in any change in control over the company. / Reproduce the relevant portion from the Prospectus against each disclosure.
d.Purpose of acquisition.
Other requirements :
a.A statement from Acquirer that information given in the report is true and correct.
b.The report shall be signed by the acquirer mentioning date and place. In case, there are more than one acquirer, then either all of them should sign or one person who has been duly authorized by others, should sign on behalf of others.
Supporting Document :
A copy of the prospectus with the relevant portion duly highlighted, should be sent along with the report.

Form B

For transaction falling under Regulation 3(1)(b) -
Allotment in pursuant to an application
made in rights issue
Sr. No. / Item / Factual information/disclosure given and Comments on compliance of Regulatory requirements.
Write “Complied with/not complied with” if applicable
I / Date of allotment (acquisition)
II / Acquisition price per share
III / Details of rights issue —
(a)No. of shares issued
(b)Ratio
(c)Price per share
IV / Pre-issue holding of acquirer in target company (in terms of No. of shares & %)
V / Extent of rights entitlement of Acquirers (No. & %) (% w.r.t. No. of shares issued in rights issue)
VI / No. and % of shares acquired in rights issue
VII / Whether (VI) is to the extent of rights entitlement of acquirer specified at (V) above. / Yes/No
VIII / If (VII) is No, indicate No. & % of shares acquired over and above the rights entitlement
IX / Whether the No. & % of shares mentioned at (VIII) is within the limits specified in Regulation 11 / Yes/No
X / If (IX) is No, disclose the following:
1.Whether the said acquirer was in control over the target company before rights issue. / Explain how the said acquirer is stated to be in control over the company.
2.Whether the intention to acquire additional shares beyond their entitlement, was disclosed in the Letter of offer. / Reproduce the relevant disclosure from the letter of offer. (Specify the page No. in the letter of offer)
Also explain as to how you have satisfied the provisions contained in the Regulations.
XI / Has there been any change in control of management of the company pursuant to this acquisition. / Yes/No with reasons.
Other requirements :
a.A statement from Acquirer that information given in the report is true and correct.
b.The report shall be signed by the acquirer mentioning date and place. In case, there are more than one acquirer, then either all of them should sign or one person who has been duly authorized by others, should sign on behalf of others.
Supporting Document :
A copy of the Letter of offer with the relevant portion highlighted, should be sent along with the report.

Form C

For transaction falling under Regulation 3(1)(c) - Preferential allotment

in pursuant to a resolution passed under section 81(1A)
of the Companies Act, 1956*
Sr. No. / Item / Factual information/disclosure given and Comments on compliance of Regulatory requirements.
Write “Complied with/not complied with” if applicable
I / Date when Board resolution was passed for considering the preferential allotment [i.e. the Board resolution passed prior to the shareholders meeting u/s 81(1A)].
II / a.Whether copy of the above Board resolution was sent to all SEs where shares of Target company are listed, for being notified on the notice board - Reg. 3(1)(c)(i) / Yes/No
b.Indicate date when it was submitted to SEs and confirm compliance of Reg. 3(1)(c)(i) along with documentary evidence
III / Date when Shareholders meeting was held to pass a resolution u/s 81(1A) of the Companies Act to approve the preferential allotment.
If the resolution was not passed/passed with modifications, please indicate so giving details of modifications, if any.
IV / Pre-issue holding of acquirer in Target Company (in terms of No. of shares & %)
V / Details of preferential allotment
(A) PROPOSED
1.Total No. & % of shares proposed to be allotted as per the Board resolution
2.No. & % of shares proposed to be allotted to acquirer & PACs.
(B) ACTUAL
1.Total No. and % of shares actually allotted.
2.Out of (1) above No. & % of shares allotted to the Acquirers & PACs.
VI / Acquisition price per share
VIIA / Disclosures given in the notice sent to shareholders (enclose a copy of the notice) for the above meeting:**** / Indicate the disclosure given in the notice for the details asked for in terms of Reg. 3(1)(c)(ii) along with the compliance status whether complied or not.
1.Identity of the class of proposed allottee(s)
2.Identity of allottee(s)
3.Price at which allotment is proposed.
4.Purpose of and reason for such allotment
5.Consequential changes, if any, in
a.Board of Directors
b.Voting rights
c.Shareholding pattern
6.Whether such allotment would result in any change in control over the company
VIIB / Whether SEBI’s preferential offer guidelines dated August 4, 1994 have been complied with respect (indicate Y/N)
A.Pricing of security
B.Validity of the resolution
C.Upfront payment for acquiring security
VIII / Date of allotment**
IX / a.Whether information about the proposed acquisition was given to all SEs where the shares of Target Company are listed at least 4 working days in advance of the proposed acquisition - Reg. 3(3) / Yes/No.
b.Mention the date when it was submitted to SEs along with documentary evidence
Other requirements :
a.A statement from Acquirer that information given in the report is true and correct.
b.The report shall be signed by the acquirer mentioning date and place. In case, there are more than one acquirer, then either all of them should sign or one person who has been duly authorised by others, should sign on behalf of others.
Supporting Document :
1.A certified true copy of the Notice of the General Meeting along with the explanatory statement called for the purpose of the preferential allotment with the relevant portion highlighted, should be sent along with the report.
2.Documentary evidence in compliance with regulations 3(1)(c)(i) & 3(3)

Form D

For transaction falling under Regulation 3(1)(e) –
Inter se transfer of shares
Please write NOT APPLICABLE for the sub-clause which is not applicable in your case.
Sr. No. / Item / Factual information/disclosure given and Comments on compliance of Regulatory requirements.
Write “Complied with/not complied with” if applicable
I / Date of inter se transfer (acquisition)
II / Acquisition price per share
III / No. & % of shares transferred (acquired)
IV / Specify the sub-clause of Reg. 3(1)(e) to which the said transaction falls / 3(1)(e)(i)/3(1)(e)(ii)/
3(1)(e)(iii)(a)/3(1)(iii)(b)/3(1)(iv)
V / In case, the transaction belongs to sub-clause (i)
1.Give names of transferors and transferees
2.Indicate by citing the relevant section of MRTP Act, 1969 as to how transferor and transferee can be classified as group companies within the definition of group as defined in MRTP Act, 1969.
3.Whether persons constituting such Group have been shown as a group in the last published Annual Report of the Target Company. (Furnish a copy of the Annual Report).
4.Give the Pre- and post-acquisition shareholding for each of the transferees (individually/collectively)
5.Give the Pre- and post-acquisition shareholding for each of the transferors (individually/collectively / Pre-
One day prior to date of Acquisition (No. %) / Post-
One day after date of Acquisition (No. %)
VI / In case, the transaction belongs to sub-clause (ii)
1.Give names of transferors and transferees
2.Indicate by citing the relevant sub- section of section 6 and also the relation, as to how the transferor and transferee can be classified as relatives within the meaning of section 6 of the Companies Act, 1956. / Pre-
One day prior to date of Acquisition (No. %) / Post-
One day after date of Acquisition (No. %)
3.Give the Pre- and post-acquisition shareholding for each of the transferees (collectively/individually)
4.Give the Pre- and post-acquisition shareholding for each of the transferors (collectively/individually)
VII / In case the transaction falls under sub- clause (iii)(a) & (b)
1.Explain as to how the transferor and transferee can be termed as promoters (cite relevant sub-clause of Regulation 2(1)(h) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997). (Provide documentary evidence)
2.Whether transferee(s) and transferor(s) belong to the same/one Promoter group, if so, furnish documentary evidence.
3.Give the Pre- and post-acquisition shareholding for each of the transferees individually and collectively (and not the whole promoter group) / Pre-
One-day prior to date of Acquisition (No. %) / Post-
One day after date of Acquisition (No. %)
4.Give the Pre- and post-acquisition shareholding for each of the transferors individually and collectively (and not the whole promoter group)
Forward copies of documentary evidence wherever applicable
5.Furnish a statement confirming the following :
No. / % / No. / %
a.Whether the transferor(s) have been holding shares in target company for a period of at least three years prior to the date of acquisition.
b.Whether the transferee(s) have been holding shares in target company for a period of at least three years prior to the date of acquisition.
6.Name of the transferee(s) (Acquirers) and their shareholding/voting rights in Target Company for the last three years prior to the date of acquisition.
7.Name of the transferor(s) and their shareholding/voting rights in Target Company for the last three years prior to the date of acquisition.
VIII / If the transaction belongs to under sub-clause (iv)
a.Date of opening/closing of the last public offer made by the acquirer(s) and the persons acting in concert with him.
b.Give pre and post-offer shareholding of transferees individually and collectively / Pre-offer shareholding / Post-Offer shareholding
No. / % / No. / %
c.Give pre and post-offer shareholding of transferors individually and collectively.
d.Confirm whether the transfer of shares has taken place three years after the date of closure of aforesaid public offer made by them.
e.Name of the transferee(s) (acquirers) and their shareholding/voting rights in target company for the last three years prior to the date of acquisition.
f.Name of the transferor(s) and their shareholding/voting rights in target company for the last three years prior to the date of acquisition.
g.Forward copy of the Public Announcement made post offer.
IX / If the exemption is claimed under sub-clause (iii) or (iv),
a.Clarify whether the shares of the target company are frequently or infrequently traded in terms of Explanation (i) to regulation 20(5) of the Regulations, taking the date of acquisition as the reference date.
b.Calculate and indicate the offer price of the shares of the target company, in accordance with regulation 20 (taking date of acquisition as the reference date) considering all the parameters under regulation(s) 20(4) and/or 20(5), as may be applicable (depending upon the frequency status of the shares of the target company).
c.Confirm whether the inter se transfer of shares (i.e., the said acquisition) is at a price exceeding 25% of the price as determined in terms of sub-regulations (4) and (5) of regulation 20.
X / A.*Whether the transferee(s) have filed the declarations with the Target Company in accordance with Chapter II of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. / Yes/No
B.*Whether the transferor(s) have filed the declarations with the Target Company in accordance with Chapter II of the SEBI (SAST) Regulations, 1997.
*Compliance as per table given below.
XI / 1.Whether information about the proposed acquisition was given to all SEs where the shares of Target Company are listed at least 4 working days in advance of the proposed acquisition - Reg. 3(3) / Yes/No
2.Indicate the date when information was given to SE along with copies of documentary evidence
Other requirements :
1.A statement from Acquirer that information given in the report is true and correct.
2.The report shall be signed by the acquirer mentioning date and place. In case, there are more than one acquirer, then either all of them should sign or one person who has been duly authorised by others, should sign on behalf of others.
3.*Documentary evidence in compliance with regulation 3(3).

*Status of compliance in terms of Chapter II - Refer point X of Part II.

A. By the transferees (as may be applicable)

Sl. No. / Regulation/ sub-regulation / Due date for compliance as mentioned in the regulation / Actual date of compliance / Delay, if any (inNo. of days) Col. 4 - Col. 3 / Remarks
(1) / (2) / (3) / (4) / (5) / (6)
1. / 6(1) / 20-4-1997
2. / 6(3) / 20-4-1997
3. / 8(1) / 21-4-1998
4. / 8(2) / 21-4-1998
5. / 8(1) / 21-4-1999
6. / 8(2) / 21-4-1999
7. / 8(1) / 21-4-2000
8. / 8(2) / 21-4-2000
9. / 8(1) / 21-4-2001
10. / 8(2) / 21-4-2001
11. / 8(1) / 21-4-2002
12. / 8(2) / 21-4-2002
13. / 7(1) & (2)
14. / 7(1A) & (2)

B. By the transferors (as may be applicable)