FORM NO.

7D
(See rule 5B)
Form of application for approval of the Central
Government for acquisition of shares

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. Name No. of Perce

No ordinary ntage
. shares of
held ordin
ary
share
s
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. Name No. of Perce

No equity ntage
. shares to
held equit
(existing/ y
after) Capit
al
(exiti
ng
/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 Year Yea

endi endi r
ng ng end
ing
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
*Avera
ge
yearly
pre-tax
profit:
(C1+C -1/3rd C
2+C3)
Less:
              =T
Estimat
ed tax
liabilit
y@
60%
       
Averag
e net
profits
after
taxatio
n (C-T)
=D
                    Capitalising ‘D’ at 15% return D*100/15
=E
Add:
       
Market
value
of
invest
ment
on
which
dividen
d has
been
deduct
ed in
the
above
calcula F
tion :
        G
Net
worth:
(E+F)
        H
Less:
Prefere
nce
capital
        G-H
Net
worth
of
equity
        G-H
Net
worth
of one
equity
share
No. of equity
shares

* Note:---- In case profit fluctuated considerably

during the last three years, average of five years working
should be taken .