1. Name(s) of the transferor(S)
and address(es) of its/their
Registered Office(s)
2. Name(s) of directors of
transferor(s) giving full
details of directorships
/proprietorship/partnership
held by them in other bodies
corporate
3. (a) (I) Name and address
of the Registered Office of
the

company whose
shares are proposed to be
transferred

(ii) If the
application is under section
30D, State the

established
place of business in India
(b) The total issued,
subscribed and paid-up equity
share

capital of the
company whose shares are
proposed to be
transferred.
© The number, nominal
value and other particulars of
shares that are
proposed to be transferred.
4. Composition of the board of
directors of the company
whose shares are proposed

to be transferred indicating
nominees, if any, of the
transferor
5. whether the company whose
shares are proposed to be
transferred, is a dominant
undertaking
6. whether the applicant is the
owner in relation to a
dominant undertaking or
would be, as a result of such
transfer of shares, 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. Shareholding pattern of
investee company in the
following form:

No. of equity
shares held
(existing/after)

percentage to
equity capital
(existing/after)

(i)Financial institutions. If the
transferor is a constituent of
a group, the present holding
of the group to which the
transferor belongs may be
indicated.
(ii) Non- residents
(individuals, foreign
companies, etc.)
(iii) Directors and their
relatives and constituents of
group
(iv) Inter-connected bodies
corporate/firms of group
(v) Indian public
8.Present holding of the
transferor(s), including those,
companies under the same
management with
percentage of shares held, in

the nominal value of the
subscribed equity share
capital of the company
whose shares are proposed
to be transferred
(Note:– Each body
corpoorate which holds more
than one per cent total equity
share capital shall be
indicated separately).
9.Name(s) of the proposed
transferee(S) and its/their
address(es)
10. What are the sources of
finance of transferees?
Whether these are to be
transferred to share brokers;
If so, who are the ultimate
transferees. Furnish their
complete details.
11. If the transferee is a
company, name of its
directors.
12. Number and the nominal
value of the equity shares
already held by the proposed
transferee(s) and the other
constituents of the group to
which the transferee(s)
belong in the equity share
capital of the company
whose shares are proposed
to be transferred; and the
percentage of shares held to
the total equity capital of the
company.
13. Number and the nominal
value of equity shares held
by the transferee(s) and
other constituents of the
group to which he belongs
after the acquisition of the

proposed shares and the
percentage of shares that will
be held after such acquisition
to the total equity capital of
the company.
14. (a)Whether the assetes of
the company whose shares
are proposed to be
transferred 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.
15. (a) Nominal value of
shares.
(i)Rate at which the shares
are proposed to be
transferred .
16. Whether the shares
proposed to be transferred
are quoted on any stock
exchange. If so, the rate on
which they were quoted, date
of quotation and the name pf
the stock exchange where
they are listed may be
stated.
17. (a) Break-up value of
share as per the latest
balance sheet of the
company whose shares are
proposed to be transferred
as calculated in Annexure I.

(i)Value of shares based on
yield basis as calculated in
Annexure II.
18. Whether the proposed
transfer of shares will result
any change in the
composition of the board of
directors of the company
whose shares are proposed
to be transferred. If so, the
details thereof.
19. (a) Whether the approval
under the Foreign Exchange
Regulation Act, 1973, is
needed for the transfer of
shares. If so, whether
necessary approval has
been obtained. A copy of the
said approval may be
enclosed.
(i)Whether the provision of
section 372(4) of the
Companies Act, 1956, or the
provision of any other law
are applicable in respect of
the above transactions. If so,
whether they have been
complied with. Please give
particulars.
(ii) Whether clauses 40A
and 40B of listing agreement
of stock exchange are
applicable ? Please give
particulars.
(iii) Indicate the relevant
clauses of memorandum of
association and articles of
association for the proposal.
20. (a) The line of business of
the company whose shares
are proposed to be
transferred. Details regarding

items manufactured may be
given.
(i)Whether the company
whose shares are proposed
to be transferred or its
subsidiaries is engaged in
any industry in Schedule to
the Act, *If so, the details
may be furnished .
21. Purpose proposed to be
achieved by the proposed
transfer of shares.
22. Please enclose a copy
each of the following:
(i)One copy of the audited
balance sheet and profit and
loss account of the company
whose shares are proposed
to be transferred for each of
the last three years.
(ii) A copy of the latest
balance sheet and profit and
loss account of the
transferor.
(iii) A copy of the latest
audited balance sheet and
profit and loss account of the
transferee in case it is a body
corporate.
(iv) Challan/bank draft
towards payment of fees.
23. Any other information
which the company wants to
furnish.

I/We solemnly declare that the facts stated in the statement are true
top the best of 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 the intimation is incomplete in any respect, the deficiency
will be pointed out to the applicant and the period 60 days mentioned in
section 108E of the Act will be counted from the date from which such
deficiency is rectified.
b In respect of intimation under section 108C of the Act, the
information may be furnished in respect of the assets, . of the
Indian branch of the foreign body of corporate.
c The information together with enclosures shall be furnished in
triplicate.
d The information in respect of items 14(a), 14(b), 17(a), and 17(b)
need not be furnished if the nominal value of shares proposed to be
transferred is less than Rs. 10,000.
1 The reference here is to the MRTP Act.
ANNEXURE 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 of
(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

ANNEXURE II

Value of shares based on yield

(Figures to be given from balance sheets 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 reserve
Loss on sale of assets and any item of
expenditure of non-recurring
nature.

A: A1 A2 A3

Less:
(i) Dividends on investments (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: B2 B2 B3
pre-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=15
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 fluctuates considerably during the last three
years, average of five years working should be taken.