FORMAT OF THE REPORTS TO BE SUBMITTED TO SEBI IN TERMS OF REGULATION 3(4)
  1. Format of the captioned reports has been divided in to two parts : Part I & Part II.
  2. Part I enumerates 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 alongwith the fee as specified under Regulation 3(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
  4. 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 of Sender  
III Whether sender is acquirer

If No, whether the person is duly authorised by acquirer to act on his behalf in this regard (enclose copy of such authorisation)

Yes/No. 
IV Compliance of Reg 3(4) & 3(5)
  1. Whether report has been submitted to SEBI within 21 days from the date of acquisition – Reg 3(4)
  2. Whether the report stated at (i) is accompanied with filing fees as required u/r 3(5)
 
Target company Details 
Sr.No Item Factual Detail and comments if any
I
  1. Name & address of Target Company (TC)
  2. Tel and fax nos
  3. Contact person
  4. Track record of TC 
Indicate whether
  1. Loss in last three years
  2. Loss in two out of last three years
  3. Profits in the past three years
E) Nature of business and product of TC

 
 
 
 
 
 

Mention which of (i), (ii) or (iii) is relevant

Three years means "At least three (3) audited accounts shall be available comprising not less than thirty six (36) months for determining the profit or loss"

II Name of Stock Exchange(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 alongwith date.

 

IV Total Paid up capital of TC in terms of Number of shares/ voting rights (**)–
  1. Before acquisition of shares/voting rights under consideration
  2. After Acquisition of shares/voting rights under consideration

 

V

A)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

B

Shareholding pattern of the TC (**)

In case the acquirer is a promoter

PROMOTERS HOLDING

Acquirers

Sellers (in case of interse)

Others

(A) Total

NON-PROMOTERS HOLDING

Public

Financial Institutions

(B) Total

TOTAL (A+B)

In case acquirer is a non-promoter

Promoters

Acquirer

Public

Financial Institutions

TOTAL 

Before acquisition

No. & %

(one day prior to the date of acquisition)

After acquisition

No. & % 

one day after the date of acquisition
 
 
 
 
 
 

 

** In case, there are any outstanding Convertible Instruments (CIs) besides the one which are proposed to be allotted, they shall also be taken in to account for determining the post acquisition capital and the same shall be indicated separately.

Acquirer’s holding should also take in to account any outstanding CIs, in their name.
 
Acquirers’ Details

Please note : Unless otherwise stated Acquirer along with Persons acting in concert with him would be taken as "Acquirer" herein after.

Sr.No. Item
Comments , if any.
I
  1. Name & Address 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. 

    Any further correspondence by SEBI regarding the acquisition will be done with the main Acquirer

  2. State whether the acquirer is 
    1. An individual or a company
    2. Indian or foreign origin 
    3. Promoter of TC 

 
 
 
 
 
 

(Enclose copies of the letter authorising the main acquirer to file the report.) 

II In case, the acquirer is company ,
  1. Indicate whether Indian company or a company incorporated outside India
  2. Identify its promoters or persons having control over the said company and the group they belong to.
  3. Paid up capital of the acquirer company
  4. Mention the status of the acquirer whether a listed or a unlisted company 
  5. If listed, indicate the stock exchanges where the acquirer company is listed
  6. Name of contact person 
 
III Details of the secuirty acquired.
  1. Type of security acquired (State whether equity shares/ PCD/ NCD/ FCD/ warrants /CCPSetc)
  2. Features of the security allotted in terms of price, exchange rate, conversion period, exchange ratio.
 
IV A) Share holding of acquirer in target company ( in terms of no & % of shares of Target company)
  1. Before the acquisition under consideration(one day prior)
  2. After the acquisition under consideration (one day after)
  3. One year prior to the date of acquisition
  1. 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 
Before acquisition

No. & %

(one day prior to the date of acquisition)

After acquisition

No. & % 

one day after the date of 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

  1. Type of document filed ( report u/r 3(4) or offer document/ application u/r 4
  2. Date when filed
  3. No and % of shares proposed to be acquired
  4. No and % of shares actually acquired
  5. 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 informa-tion / 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 are 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:
  1. Identity of acquirer
  2. consequential changes :
  1. in voting rights
  2. in Shareholding pattern
  3. in Board of Directors 
  1. Whether it would result in any change in control over the company.
  2. Purpose of acquisition.

 
 
 
 
 
 
 
 
 
 
 
 
 
 

Reproduce the relevant portion from the Prospectus against each disclosure.

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 & 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

A copy of the prospectus with the relevant portion duly highlighted, should be sent alongwith 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  
V II 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 In (IX) is NO, disclose the following:
  1. Whether the said acquirer was in control over the company before rights issue. 

 
 
  1. Whether the intention to acquire additional shares beyond their entitlement, was disclosed in the Letter of offer.
Also explain as to how you have satisfied the provisions contained in the Regulations.

 
 
 
 

Explain how the said acquirer is stated to be in control over the company.

Reproduce the relevant disclosure from the letter of offer. 

XI Has there been any change in control of management of the company pursuant to this acquisition. Yes/NO with reasons.
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
Supporting Document:

A copy of the Letter of offer with the relevant portion highlighted, should be sent alongwith 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 (IA).  
II
  1. 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)
  2. Indicate date when it was submitted to SEs and confirm compliance of Reg 3(1)(c)(i) along with documentary evidence
Yes/No.

 

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  
VII A Disclosures given in the notice sent to shareholders (enclose a copy of the notice) for the above meeting: ****
  1. Identity of the class of proposed allottee (s)
  2. Identity of allottee (s)
  3. Price at which allotment is proposed. 
  4. Purpose of & Reason for such allotment
  5. Consequential changes if any in 
  1. Board of Directors 
  2. Voting rights
  3. Shareholding pattern
  1. Whether such allotment would result in any change in control over the company

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. 

VII B Whether SEBI’s preferential offer guidelines dated August 4, 1994 have been complied with respect (indicate Y/N)
  1. Pricing of security
  2. validity of the resolution
  3. upfront payment for acquiring security 

 

VIII Date of allotment **  
IX
  1. Whether information about the proposed acquisition was given to all SEs where the shares of Target company are listed atleast 4 working days in advance of the proposed acquisition – Reg.3(3)
  2. Mention the date when it was submitted to SEs along with documentary evidence
Yes/No.

 

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 & 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 explanatoy statement called for the purpose of the preferential allotment with the relevant portion highlighted, should be sent alongwith the report.
  2. Documentary evidence in compliance with regulations 3(1)(c)(i) & 3(3)
** Unless otherwise specified by the Acquirer alongwith relevant documents, the date when Board of Target Company finally approves the allotment, will be taken as the date of acquisition.

**** The disclosures to be given in the notice in accordance with regulation 3(1)(c)(ii), shall be as per the format given at Annexure I.
 
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)

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. Give the Pre and post acquisition shareholding for each of the transferees
  4. Give the Pre and post acquisition shareholding for each of the transferors

 
 
 
 
 
 
 
 
 
 
 
 

Pre

One day prior to date of 

Acquisitio

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.
  3. Give the Pre and post acquisition shareholding for each of the transferees
  4. Give the Pre and post acquisition shareholding for each of the transferors

 
 
 

Pre

One day prior to date of Acquisition

No %


 
 
 

Post

One day after date of acquisition
 

No %

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 section of Regulation 2(h) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations1997).
  2. Give the Pre and post acquisition shareholding for each of the transferees only (and not the whole promoter group)
  3. Give the Pre and post acquisition shareholding for each of the transferors (and not the whole promoter group)


    Forward copies of documentary evidence wherever applicable

  4. 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, as on the same date as that date of acquisition.
  5. Name of the transferor(s) and their shareholding/ voting rights in Target company for the last three years prior to the date of acquisition, as on the same date as that of date of acquisition
  6. Also furnish a statement confirming the following:
  1. The transferor(s) have been holding individually or collectively not less than 5% shares in target co. for a period of atleast three years prior to the date of acquisition.
  2. The transferee(s) have been holding individually or collectively not less than 5% shares in target co. For a period of atleast three years prior to the date of acquisition

 
 
 
 
 
 
 
 

Pre

One day prior to date of 
Acquisition

No %


 
 
 
 
 
 
 
 

Post

One day after date of acquisition
 

No %

VIII
  1. * 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 and whether the company has filed the same with all SEs where shares of the Target company are listed.
  2. * Whether the transferor(s) have filed the declarations with the Target company in accordance with Chapter II of the SEBI (SAST) Regulations, 1997 and whether the company has filed the same with all SEs where shares of the Target company are listed.
  3. * Confirm whether the target company has filed the information given by A & B above with SEs 
* for A, B & C above confirm compliance as per table A and B given below in point 3 of other requirements.
Yes/No
IX
  1. Whether information about the proposed acquisition was given to all SEs where the shares of Target company are listed atleast 4 working days in advance of the proposed acquisition – Reg.3(3)
  2. Indicate the date when information was given to SE along with copies of documentary evidence
Yes/No
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 & 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) * - The Transferor and transferees must confirm, individually, as per Table A and the TC must confirm compliance as per Table B

TABLE A
Sl. No.
 
 
 

(1)

Reg # of captioned regulations
 
 

(2)

Due Date as mentioned in the reg. 
 
 

(3)

Actual
date of of compliance 
 
 

(4)

Delay, if any (in
no. of days)
Col 4 - Col 3
(5)
Remarks
 
 
 
 

(6)

1 6(1) 20.4.1997      
2 6(3) 20.4.1997      
3 7(1)        
4 7(2)        
5 8(1)        
6 8(2)        

For 8(1)&(2) mention separately for all years w.e.f. 21.4.1997

TABLE B - TC
Sl. No.
 
 
 
 

(1)

Reg # of captioned regulations
 
 
 

(2)

Due Date as mentioned in the regulations
 
 

(3)

Actual
date of of compliance 
 
 
 

(4)

Delay, if any (in no. of 
days)
Col 4 - Col 3
(5)
Remarks
 
 
 
 
 

(6)

1 6(2)        
2 6(4)        
3 7(3)        
4 8(3)        

For 8(3) mention separately for all yrs w.e.f. 30.4.1997
 
Supporting Documents:
  1. A copy of the declarations filed by acquirer with the Target company and a letter from Target company that the said information has been field with SEs within the stipulated time i.e. Chapter II requirements are complied with, should be sent alongwith the report.
  2. Copies of documentary evidence in compliance with 3(3) 
Form E

For transaction falling under Regulation 3(1)(i) - Transfer of shares of Target company from State Level Financial Institutions (SLFIs) or its subsidiaries to Co-promoters of the Target company .

Sr. No. Item Factual information/ disclosure given and Comments on compliance of Regulatory requirements, if any. 

Write " Complied with/ not complied with" if applicable

I Date of Transfer  
II Acquisition price per share  
III
  1. Name of the Transferor (s) 
  2. Confirm whether it is a State Level Financial Institution or its subsidiary.
 
IV If the transfer is pursuant to an agreement, mention
  1. date of the agreement
  2. relevant contents of the agreement.
Reproduce the relevant portion from the agreement.
V Whether acquirer is promoter or co-promoter as per definition given in Reg 2(h) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Cite the relevant section.  
VI
  1. Whether information about the proposed acquisition was given by the acquirer to all SEs where the shares of Target company are listed atleast 4 working days in advance of the proposed acquisition - Reg.3(3)
  2. Date when it was submitted to SEs. Along with copies of documentary evidence 
Yes/No.
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.
Supporting Document

A copy of the relevant portion of agreement duly highlighted , should be sent alongwith the report.

Annexure I.

The disclosures which are required to be given in the notice of the General Meeting (called for the purpose of consideration of the preferential allotment) in accordance with Regulation 3(1)(c)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, shall be as per the following format:
 
I. Allottee Details:
  1. Name of the Allottee(s) and its relation, if any, with the existing promoters or persons in control over the Target company (T.C). Names of Persons deemed to be acting in concert with the allottee ( all referred as " Acquirer" hereinafter) who will be holding more than 5% in T.C. shall also be disclosed.
  2. In case, the allottee(s) is a company, identify its promoters or persons in control over the company and the group they belong to, if any.
 
II. Acquisition Details 
  1. No and % of shares proposed to be allotted pursuant to special resolution passed under section 81(1A) - preferential allotment. 
  2. No & % of shares proposed to be allotted to each of the allottee(s) mentioned at (I) above.
Note :

% to be calculated w.r.t expanded capital ( post acquisition capital)

  1. Price at which allotment is proposed.
Note : 
  1. The actual price shall be mentioned in the notice alongwith the statement that the same is in accordance with SEBI preferential offer guidelines dated 4/8/94.
  2. In case, a instrument convertible into shares (CIs) i.e FCDs / PCDs / OFCDs /warrants etc is proposed to be issued;
  1. mention the price at which the CIs is issued 
  2. mention the price at which the CIs would be converted into equity shares. 
  3. Disclose features of the instrument. ( Conversion pd , conversion price, redemption pd etc.)
  4. Terms of payment
{ In case, the issuer wants to fix the relevant date, 30 days prior to the date on which CI holder becomes entitled to apply for the said shares, this intention shall be disclosed clearly. In this regard, please refer to SEBI preferential offer guidelines dated 4/8/94}
  1. Purpose of and Reason of the said allotment 
  2. Consequential changes, if any , in Board of directors
Note 

A specific statement indicating the no of directors out of the total no of directors, proposed to be inducted in Board of Directors(BOD) of Target Company (T.C) after preferential allotment, shall be given. In case , no change in BOD is envisaged, a specific statement to that effect shall be incorporated

 
  1. Consequential changes, if any, in the share holding pattern of the Target company
  1. Promoter group 
    1. Acquirer(s)
    2. Others
    3. Total for promoter group
  1. Acquirer(s)
  2. MFs/FIIs/FIs
  3. Public
-------------------------------------------------------
Total paid up equity capital of Target company
-----------------------------------------------------------
Note: 
  1. Give share holding under 1(a) or (2) as the case may be, for each acquirer having 5% or more in the post acquisition capital, separately. 
  2. In case, convertible instruments (CIs) are proposed to be allotted, the post acquisition capital shall take in to account the "post conversion capital."
  3. In case, there are any outstanding CIs besides the one which are proposed to be allotted, they shall also be taken in to account for determining the post acquisition capital.
  4. Acquirer’s holding should also take in to account any outstanding CIs, in their name.
Pre allotment

In terms of shares 

No % 
 
 
 
 
 
 
 
 
 
 

 

Post allotment

in terms of shares 

No %
 
 
 
 
 
 
 
 
 
 
 
 

 

  1. Consequential changes, if any, in Voting rights
  1. Promoter group 
    1. Acquirer(s)
    2. Others
    3. Total for promoter group
  1. Acquirer(s)
  2. MFs/FIIs/FIs
  3. Public
Note : A specific statement that voting rights would change in tandem with share holding pattern shall be mentioned, if that is so. Otherwise a suitable categorical statement shall be made.
   
  1. Whether the said allotment would result in change in control over the company
Note : A specific statement to this effect shall be mentioned 
 



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