Company Form No. 35A.

• Nameof the company making the offer or issuing any circular in connection with the offer.

(TRANSFEREE COMPANY)

• Management structure (composition of board of directors and particulars regarding manager and managing director, if any).

• The extent of share holdings of the directors, manager, managing director (or their associates).

• The extent of share holdings of the directors, manager, managing director (or their associates) in the transferor company.

• If the offer is being made on behalf of a company by any other person, the interest of the person in the company which is making the offer.

(TRANSFEROR COMPANY)

2.(a) Name

• Management structure (composition of board of directors, and particulars regarding manager and managing director, if any).

• Capital structure.

• The extent of share holdings of the directors, manager, managing director (or their associates) in the transferor and transferee companies.

• A summary of the financial position of the last three years of the transferee. and transferor companies is given separately in the proforma contained in the Appendix.

• The prices or consideration offered for the purchase of the shares of the transferor company. If consideration is other than cash, full particulars thereof and where such consideration involves the allotment of shares in the transferee company, full particulars of the shares and the rights attached thereto shall be specified and the basis of valuation of the shares of the transferor company. In case where the consideration is the allotment of shares of the transferee company, full particulars of the valuation of the shares of the transferee company proposed to be allotted shall also be furnished.

• Sources from which the transferee company proposes to pay for the acquisition of the said shares, if the consideration is cash.

• Details of transfers of shares in the transferor company by its directors, manager, managing director (or their associates) in the two years preceding the offer.

• Reasons for which the offer has been recommended for acceptance by the members of the transferor company by its directors. Every recommendation to the members o t e transferor company shall also contain a statement of the interests of its directors, manager, managing director (or their associates) in the transferee company.

• A certificate from the auditors of the transferor company that the information contained in the offer/recommendation is correct.

Current assets

Rs.

Rs.

[Including investments other than trade investments and investments in subsidiary and/or managed companies]

Less

Current liabilities

(including short-term loans and liabilities)

Liquid surplus

Add

Rs.

Rs.

(a) Fixed assets

(b) Trade investments and investments in subsidiary and/or managed companies.

Less

Long-term loans and liabilities

New worth as on……………………………………………….

(Date of balance sheet)

Note: In making the above computation of net , worth, adjustments in respect of the following items shall be made:

• Intangible assets, eg.,goodwill, etc.
• Doubtful assets, e.g., doubtful and bad debts. etc.
• Deferred revenue expenditure
• Accumulated losses
• Arrears of depreciation
• Arrears of preference shares dividend
• Any other amount, appearing in the balance sheet, required to be deducted in accordance with accounting practice

TOTAL

Reconciliation of net worth

…………………………………………………………………………………………

Paid up capital

Add

Reserves (Please specify details)

………………………………………………………………………………………….

Reserves (Please specify details)

Less

Intangible assets and other amount required

………………………………………………………………………………………….

to be deducted (vide note above)

Net worth as on…………………………………………….. ……………………………………………………………………………………….

(Date of balancesheet)