1. Name and address of the
applicant.
2. Names of directors of the
applicant: of the applicant is
a company, give details of
other directorships,
partnerships and
proprietorship held by them.
3. Proposal for which the
approval of Central
Government is sought
under section 108A(1) of
the Act.
4. Name and address of
Registered Office of the
company whose shares are
proposed to be acquired.
5. Whether the applicant is
the dominant undertaking
under section 2(d) of the
Monopolies and Restrictive
Trade Practices Act.
6. Whether the applicant is
the owner in relation to a
dominant undertaking or
would be, as a result of
such acquisition of share,
the owner of a dominant

undertaking, as defined in
section 2(d) of the
Monopolies and Restrictive
Trade Practices Act, 1969. If
so, the particulars thereof.
7. Whether the company
whose shares are proposed
to be acquired is dominant
undertaking.
8. Name of the directors of
the company whose shares
are to be acquired.
9. Details of the proposed
investment___________
(i) Number and nominal
value of shares
proposed to be
acquired.
(ii) Whether the proposed
shares are to be
acquired as a result of
any transfer or as a
result of fresh issue by
the company.
(iii) Whether the shares are
to be beneficially held
by the applicant.
(iv) Rate at which the
shares are to be
acquired and full
justification for the
same
(v) Amount to be invested.

(vi) Whether the shares are
quoted in any stock
exchange. If so. The
price at which shares
are quoted, date of
quotation and name of
stocked exchange.
(vii) Form of payment.
(viii) Break-up value of
shares as per Annexure
I.
(ix) Value of share based
on yield in accordance
with the method of
calculations shown in
Annexre II.

10. (a) Whether the assets
of the company whose
shares |proposed to be
acquired were valued by
the management with
the assistance of a valuer
during
the last two years. A
statement in respect of the
value of assets together
with the basis of valuation
may be attached to the
application.
(i) In case the fixed assets
of the company whose
shares

are proposed to

be acquired have been
revalued at

any time, full
details thereof.

11. Full details of the persons
(name, address, etc.) from
whom the shares are
proposed to be acquired.
12. The purpose proposed to
be served by acquring
shares and in what ways it
is in the interest of the
applicant company.
13. Parttern of the
shareholding of the
company.

Sl.
No.

Name No. of
ordinary
shares
held

Percentage
of ordinary
shares

1. Financial
institutions/Government
companies/Corporations (by
individual names)
2. Banks other than financial
institutions
3. Non-residents

4. Bodies corporate inter-
connected with the applicant

5. Other bodies corporate
6. Directors

7. Central Government or State
Government
8. Others.

14. Pattern of shareholding
as at present and after
acquisition of

shares in the company

whose shares are to be
acquired,

Sl.
No.
Name No. of equity
shares held
(existing/after)

Percentage
to equity
Capital
(exiting
/after)

1. Financial institutions as
defined in section 2(da)
of the monopolies and
Restrictive Trade
Practices Act, 1969
2. Non-residents
(individuals, foreign
companies, etc.)
3. Directors and their
relatives and
constituents of group
4. Inter-connected bodies
corporate/firms of
group
5. Indian public.

Notes:–1. In case the shareholding of any
individual/constituent exceeds one per cent of the total
equity capital of company, please indicate the name of
each such shareholder and the shares held by such
shareholder seperately.

2 Please indicate how the shareholding of the
applicant together with the inter connected
constituents of the \group exceed after the
purposed purchase of the shares, twenty-five per
cent of the total nominal value of the equity share
capital of the company warranting application
under section 108A of the Act.

15 (a) Whether the shares are
to be acquired in his/its own
name

or in the name of
any other person. If the shares
are to be

acquired in the name
of any other person, give full
particulars thereof

with relationship, if any.

(b) If the answer to (a)
above is in the affirmative, the
reason

therefor.

16. Relationship/association, if
any, of the person acquiring the
share with the transferors(s)
and with the directors of the

company whose shares are
proposed to be acquired.
17. (a) Details of funds
available out of which the
shares are

proposed to be

acquired. (In case, the applicant
is a

company, cash flow

statement for five years
including the

year in which transfer
is proposed shall be attached).
(b) If any part of the
amount to be invested is to be
financed by

borrowing, the

amount of loan and sources of
finance with

terms regarding
repayment, interest, security,
etc., to

be stated.
18. (a) Whether the
provisions of sub-section (4) of
section 372

of Act or the

provisions of the any other law
are applicable

in respect of the
above transactions. If so,
whether they

have been complied
with. Please give particulars.
(b) Whether the
approval under the Foreign
Exchange

Regulation Act,

1973, is needed to the proposed
acquisition. If so, it

may be stated whether
necessary

approval may be

enclosed.

© Whether rules 40A
and 40B of listing agreement of
stock

exchange are
applicable : give particulars.
(d) Indicate the
relevant clauses of
memorandum and articles
of association for

the proposal.
19. Whether there will be any
change in the composition
of the board of directors of
the company whose shares
are proposed to be acquired
as a result of the proposed
acquisition? If so, give
details
20. Any other information
which the company wants
to furnish.

21. Please enclose the
following :
(i) A Challan/bank draft
towards prescribed
application fees.
(ii) One copy of the audited
balance sheet and profit
and loss account of the
company whose shares
are proposed to be
acquired for each of the
last three years
immediately preceding
the year in which the
shares are proposed to
be acquired.
(iii) One copy of the audited
balance sheet and profit
and loss account of the
applicant for each of the
three years immediately
preceding the year in
which the shares are
proposed to be
acquired, if the
applicant is a company
I/We solemnly declare that the facts stated in this
application are true to the best my/our knowledge and the
other facts are true to the best of my/our information and
belief.

Signature of the applicant
Designation/description

Date:

Notes:— (a) If this application is incomplete in any
respect, the deficiency will be pointed out to the applicant
and the period of 60 days mentioned in section 108E of
the Act will count from the date from which such
deficiency is set rights.
b The application from together with the enclosures shall
be furnished in triplicate.
c The information in respect of the item 9(h), 9(i) 19(a),
10(b), 17(a) and 17(b) need not be furnished if the
nominal value if the shares proposed to be acquired is
less than Rs. 10,000.

ANNEXTURE I

Break-up value of shares as per the latest balance

sheet

(Rupees in thousands)

Paid-up capital
…………………..
Add : Reserves and surplus:
…………………..
Less:
(a) Miscellaneous expenditure to
the extent not written off
(b) Debit balance of profit and loss
account
© Arrears of depreciation not
provided for
(d) Contingent liabilities such as
(i) Gratuity, taxes etc., with
details
(ii) Dividends proposed to be
paid out of reserves.
(iii) Income-tax liability not
provided for

Total net worth A
Preference capital B
Net worth of equity A-B
Break-up value per equity share A-B
Total No. of equity shares

ANNEXDURE II

Value of shares based on yield

(Figures to be given from balance sheet for the last three

years)

Year
ending

Year
ending

Year
ending

Profit (after depreciation but
before tax and after providing for
development rebate
reserve)
Add: Development rebate reerve
Loss on sale of assets and any

item of expenditure of non-
recurring nature.

A: A1 A2 A3

Less:
(i) Dividends on investment
(other than trade investments)
(ii) Interest on Government
securities
(iii) Profit on sale of fixed
assets/investments and other
non-business profits
(iv) Excess provision written
back
B: B1 B2 B3
Per-tax profit: C=(A-B) C1 C2 C3
*Average yearly pre-tax profit:
(C1+C2+C3) -1/3
rd
C

Less:

Estimated tax liability @

60%

=T

Average net profits after

taxation (C-T) =D

Capitalising ‘D’ at 15%

return

D*100/15=E

Add:

Market value of investment
on which dividend has been
deducted in the above
calculation : F
Net worth: (E+F) G
Less: Preference capital H
Net worth of equity G-H
Net worth of one equity

share

G-H

No. of equity shares

* Note:—- In case profit fluctuated considerably
during the last three years, average of five years working
should be taken .