Checklist for Takeover

8/3/2019 Checklist for Takeover

1/17

S.NO PARTICULARS STATUS OF REMARKS

RECEIPT

TC -1 MOA & AOA Yes Require a newMOA as

accounts hasincome fromPVC Insulation

TC- 2 Prospectus of the public issue

TC -3 Details of Promoter & promoter group, any

person having control over the company

TC- 4 Present capital structure (Fully paid &Partlypaid) As per Annexure - I

TC -5 Details of Capital Restrucuring (Buy Back,

Allotment, Merger, De- merger, Spin off,ESOP,Stock Option, Amalgamation, ADR/GDR)

during last 3 years.

TC -6 Shareholding pattern last filed in the Stock

Exchange and latest , not later than onemonth.

TC -7 List of top 50 shareholders, provided inBenpos

as on date.

TC -8 Details of lock-in shares of promoters.

TC- 9 Name of stock exchange where shares arelisted, details of non compliances oflisting agreement & payment oflisting fees, penalty by stockexchange, if any.

TC- 10 Trading history of securities of the

company.(Traded or Not

Traded)TC -11 Audited balance sheet for last three years

&Certified Balance Sheet for the currentperiodnot older than 3 months.

Tc -12 Details of the Registrar and Transfer


2/17

Agent and

latest Benpos of the target Company.

Tc -13 Change of name & object & regd

address ,if anyTc -14 Board resolution to authorise the directorfor signing takeover documents ( on thedate of SPA)

Tc -15 Stock market data of last 26 weeks highand low prices along with shares traded(letter of stock exchanges required.)

Tc -16 Name and address of compliance officeralong with phone no, e-mail id, fax no.

Tc- 17 Annual return for last 3 years .

Tc -18 Present boardAsper Annexure - II

of Directors

FROM THE ACQUIRER:WHEN ACQUIRER IS AN INDIVIDUAL:


RECEIPT

ACI 1 Brief profile of the Acquirer andpersonacting in concert, includingexperience andqualification. ( As per Annexure III)

ACI 3 Shareholding in target company

ACI 4 Details of shares acquired during last12months in the target company

ACI 5 Relationship of the acquirer with thetargetcompany, if any.

ACI 6 Details of directorship/ interest in theother


3/17

company/ firms.

ACI 7 Companies promoted by theAcquirers, orin which the Acquirer holds a positionas aDirector, copy oftheir auditedbalancesheet of last 3 years and Articles& Memorandum of Association.

ACI 9 Approvals required from regulatory &

financial authorities.

ACI 10 Networth certificate of the Acquirersfromthe chartered accountant. having

adequatesources for the completion of theOpenOffer.

ACI 10 Certificate of the Acquirers from the

chartered accountant, confirmingadequatesources and full financial arrangementforthe completion of the Open offer.

WHEN ACQUIRER IS A COMPANY:


RECEIPT

ACC 1Memorandum

& Articles of

Association.

ACC 2 Name & date of incorporation

ACC 3 Address ofcorporate

office

registered

office

&

ACC 4 Contact Details - Phone no., faxno.

ACC 5 Change of Name & Object,Registered office Address, if any. (Necessary Forms alongwithROC Receipts)


4/17

ACC 6 Copy of Audited balance sheet oflast 3 years and Certified Copy ofBalance Sheet for the current yearnot older than 3 months.

ACC 7 Reason for rise/fall in income andprofit & losses in the last threeyears.

ACC 8Name and address of directors ofthecompany along with directors ofPAC (if Company). Format As perAnnexure - II

ACC 9 Brief description of the business ofthe acquirer.

ACC 10List of shareholders of thecompany

ACC 11 Latestshareholding

pattern

ofthe

company

ACC 12 Name ofgroup/associates/subsidiary

company.

ACC 13 Certificate from the Chartered

Accountant that the AcquirerCompany has sufficient funds toimplement the takeover offer.

ACC 14 Details of shares acquired duringlast 12 months in the targetcompany.

ACC 15 Relationship of the acquirer (alongwith PAC) & its directors with the

target company.

ACC 16 Relationship

between

Acquirer

&

PAC

ACC 17 Companies promoted by the

Acquirer Company, copy of their

audited balance sheet of last 3yearsand MOA.

ACC 18 Details of other directorships ofthedirectors of the company.


5/17

ACC 19 Detailed purpose and futureplans ofthe acquisition.

ACC 20 If the Acquirer Company is alisted company name ofcompliance officer, status ofcorporate governance/listingcompliances.

ACC 21 Details of any penal actionstaken bySEBI, if any.

ACC 22 Details for the sources of funds

required for the acquisition along

with the CA Certificate

UNDERTAKINGS/ CERTIFICATES/AGREEMENTS REQUIRED:FROM THE TARGET COMPANY:


RECEIPTTC 1 Undertaking from the target company that it

is/ notSEBI registered intermediary.( Broker/Sub-

Broker/RTA etc.)

TC 2 Undertaking from the target company that ithas/has not complied with listing compliances,SAST andother SEBI regulations.

TC 3 Undertaking from the target company thatthere

is/no pending litigation towards the company.

TC 4 Undertaking from the target company that the

company/ promoters/ major shareholders arenotprohibited by SEBI to deal in securities.

TC 5 Undertaking from the company that it hascompliedwith corporate governance as stipulated in


6/17

clause 49

of listing agreement.

TC 6 Undertaking from the company that none ofitspromoter/director/associate is/ is not,associated orengaged in securities business or registeredwithSEBI.

TC 7 Undertaking that the company has/has notissuedany outstanding convertible instruments.

TC 8 Undertaking from the companythat

there are/no

partly paid up shares.

TC 9 Undertaking that the public shareholding will

not be reduced to 25% or less of the total paidup capital of the company under regulation21(3) of the SEBI(SAST) Regulations 1997.

TC 10 Undertaking that the target company is/is not

engaged with securities related activities andthatSEBI has not taken any action against thecompany.

UNDERTAKINGS/ CERTIFICATES/AGREEMENTS REQUIRED:WHEN ACQUIRER IS A COMPANY:

S.NO PARTICULARS STATUS

OF

REMARKS

RECEIPT

ACC 1 Undertaking from the acquirer companywhether it is/not a SEBI registeredintermediary.

ACC 2 Undertaking from the acquirer companythat the company has complied with allcompliances under the listingagreement and all SEBI regulations.

ACC 3 Undertaking from the acquirer companythat there is/ not any pending litigationtowards the company.

ACC 4 Certificate from the company that noneof its promoter/director/associate is/isnot associated or engaged in securitiesbusiness or registered with SEBI.


7/17

ACC 5 Undertaking for jointly acceptingresponsibility for information containedin public announcement, letter of offer,and any other related document.

ACC 6 Undertaking from the company that it

has full financial arrangement of fundsto implement the offer.

ACC 7 Certificate from theChartered

Accountant that thefinancialarrangementimplement the offer.

ofacquire

funds tors havefull

ACC 8 Undertaking that the acquirers haveacquired /not acquired shares of thetarget company during last 12 months.

ACC 9 Undertaking that the acquirers are not

prohibited by SEBI to deal in securitiesACC10

Undertaking that the acquirers will notsell/ dispose off the assets within aspecified period after the offer.

ACC11

Undertaking that the acquirers will notacquire any shares during the periodfrom the date of Public Announcement

to the closure of the offer.

ACC 12 Undertaking that the Acquirers do nothave any objection regarding

inclusion of their names as Acquirer.ACC 13 Whether the Company is related with

securities related activities and

registered with SEBI

ACC 14 Whether SEBI has taken any penalaction against any Acquirer/ personacting inconcert.

ACC 15 Undertaking regarding compliancewith the provision of chapter II ofSEBI(SAST) Regulations, 1997.

ACC 16 If shares are traded in stockexchange is less than 5% of totalpaid-up equity, certificate ofChartered Accountants

regarding valuation of shares.

ACC 17 Latest net worth certificate of all the

acquirer(s) with details of their liquidassets from Chartered Accountants.


8/17

Alongwith the details of firm of thechartered accountant, membershipnumber, COP. No., phone and fax no.& e-mail address.

ACC 18 Whether the company has

participated/not in the dealing ofshares of the target company for aperiod of 26 weeks preceding thedate of PA directly/indirectly, if yes,details of the

same.

ACC 19 OfferManagerbetwee

letter for the Appointmentof to the Offer ( Agreement

n Merchant Banker andacquirer )

ACC 20 Undertaking that the publicshareholding will not be reduced to

25% or less of the total paid upcapital of the company underregulation 21(3) of the SEBI (SAST)Regulations, 1997.

TC 11 Undertaking that the Company willnot exercise its voting rights on theshares acquired through SPA, uptothe completion of Open Offer.

UNDERTAKINGS/ CERTIFICATES/AGREEMENTS REQUIRED:WHEN ACQUIRER IS AN INDIVIDUAL:


RECEIPT

ACI 1 Undertaking from the Acquirer that there is/

not any pending litigation towards him.

ACI 2 Undertaking for jointly accepting

responsibility for information c ontained in

public announcement, letter ofofother related document.

fer, and any

ACI 3 Undertaking from the acquirer that he/shehas full financial arrangement of funds to

implement the offer including unsecured

loan from associates.

ACI 4 Certificate from the Chartered Accountant

that theacquirers have


9/17

fullfinancial

arran geme

nt offunds t

oimple

ment

theoffer.

ACI 5 Undertaking that the acquirers have acquired/not acquired shares of the target company

during last 12 months.

ACI 6 Undertaking that the acquirers will not sell/

dispose off the assets within two years from

the date of closure of public offer.

ACI 7 Brief profile of the acquirer with details such

as name, address, phexperience, qualification

&

no., e-mail i.d.,work profile of

the individual acquirer(s)-

As per Annexure - III

ACI 8 Undertaking that the Acquirers will not

acquire any shares during the period from

the date of public announcement to the

closure of the offer.

ACI 9 Undertaking that the acquirers do not have

any objection regarding inclusion of their

names as acquirer.

ACI 10 Whether SEBI has taken any action against

any Acquirer/ person acting in concert.

ACI 11 Latest net worth certificate of all the

acquirer(s) with details of their liquidassets from Chartered Accountants.Alongwith the details of firm of thechartered accountant,membership number, COP No., phoneand fax no. & e-mail address.

ACI 12 Whether the acquirer hasparticipated/not in the dealing of

shares of the target company for aperiod of 26 weeks preceding the dateof PA, directly/indirectly.

ACI 13 Offer letter for the Appointment ofManager to the Offer ( Agreementbetween Merchant Banker & Acquirer )

ACI 14 Undertaking that the publicshareholding will not be reduced to


10/17

25% or less of the total

paid up capital of the company underregulation 21(3) of the SEBI ( SAST)Regulations, 1997.

ACI 15 Letter from the Acquirer when he is aSEBI registered intermediary/broker (A) He has not defaulted in theobservance of any SEBI rules,regulations & acts; (B) That no penaltyhas been imposed on him by SEBI; (C)

That his registration is valid

ACI 16 Undertaking from the acquirercompany whether it is/not a SEBIregistered intermediary.

ACI 17 Certificate from the Acquirer that

he/she is/is not associated or engagedin securities business or registered withSEBI.

ACI 18 Undertaking regarding compliance withthe provision of chapter ii of SEBI( SAST) Regulations, 1997.

ACI 19 Undertaking from the acquirer statinghe has not been prohibited by the SEBIto deal in securities business.

UNDERTAKINGS/ CERTIFICATES/AGREEMENTS REQUIRED:FROM SELLERS AS A COMPANY:


RECEIPT

S 1 Undertaking that they havecompliances of chapter-II ofRegulations, 1997 & for anyacttaken against them bySEBI.

complied SEBI( SAST)iontaken/

allnot

S 2 Certificate from the company that none ofits promoter/director/associate is associatedor engaged in securities business orregistered with SEBI.

S 3 Undertaking that the seller is not prohibitedby SEBI to deal in securities.


11/17

S 4 Details of seller including name, address &telephone no., number & (%) of shares heldas on the date of spa, number & % of sharesbeing sold through SPA. As per Annexure -IV

S 5 Details of seller including name, fathers

name, address, ph. No., listed cos. Promotedby the Seller, Details of Directorships inother Cos, & SEBIs action taken, if any Asper Annexure -V

FROM SELLERS- INDIVIDUAL :

S.NO PARTICULARS STATUS OF RECEIPT REMARKS

SI 1 Details of seller including name,

address & telephone no., number&

(%) of shares held as on the dateofspa, number & % of shares beingsoldthrough SPA.-As per Annexure-V

SI 2 Details of seller including name,

fathers name, address, ph. No.,listedcos. Promoted by the seller,details ofDirectorships in other Cos, &SEBIs action taken, if any-

As per Annexure - V

SI 3 Undertaking

that the seller is not

prohibited by SEBI to deal in

securities.

COMPLIANCES:


RECEIPT

C 1 Copy of disclosure under regulation 3(1)(A) acquisition through public issue.


12/17

C 2 Copy of disclosure under regulation 3(1)(B) acquisition through right issue.

-

C 3 Copy of disclosure under regulation 3(1)(C)-acquisition through preferential allotment sec 81(1a)- taken place before 08/09/2002.

C 4 Copy of disclosure under regulation 3(1)(E)-acquisition through inter se transfer.

C 5 Copy of disclosure under regulation 3(1)(i) acquisition from state level financialinstitutions or its subsidiaries.

C 6 Copy of disclosure by any person in terms ofregulation -6(1) & by promoter or any otherperson having control over company- 6(3)

C 7 Copy of disclosure by the company in termsof regulation 6(2) & 6(4)

C 8 Copy of disclosure in terms of regulation

7(1), 7(1a) & 7(3)C 9 Copy of disclosure in terms of regulation8(1), 8(2)& 8(3) As per Annexure - VIII

C 10 Register to be maintained by listedcompanies under regulation 8(4)- withreference to point c 8 & c 9.

C 11 Copy of form-a under regulation 13(1) ofinsider trading.

C 12 Copy of form-b under regulation 13(2) ofinsider trading.

C 13 Copy of form-c under regulation 13(3) of

insider trading.C 14 Copy of form-D under Regulation 13(4) ofinsider trading.

C 15 Secretarial audit report since filed.

C 16Compliance certificate under clause 49 sincefiled.

C 17 Disclosures of shares acquired throughShare Purchase Agreement, underRegulation 7.

FORMATS AS STATED IN ABOVE LIST

ANNEXURE I6.5 The Capital build up of the Target since its inception is as follows :


13/17

Paid up Equity Capital No. of Shares/Voting rights

% of shares/voting rights

Fully paid equity capital

Partly paid up equitycapital

Total paid up capital

Total voting rights 100 %

ANNEXURE - IIDetails of Present Board of Directors of the Target Company :

Sr.no. Name, fathersname, address

Date ofappointme

nt

Designation

Qualification,

experience(in whichfield &period),business

Otherdirectorships

ANNEXURE - III

Brief Profile of the Acquirer :

Sr.no Particulars Remarks

1 Name :

2 Fathers Name :

3 Date of Birth :

4Address

:

5 Qualification :

6 Brief description of the business, Work Profile&Experience :

7 Website :8 E-mail ID

9 Phone no. :

10 Fax no. :

11 Directorship in any Listed Company :

12 Shareholding in any Listed Company :

13 Directorship in any Other Company :

14 Shareholding in any Other Company :


14/17

15 Details of interest in any Firm : Name & Nature of

(Partnership/ Proprietorship ) Business of the Firm

16 Shareholding in Target Company :

17 Details of Shares acquired in the TargetCompany

during last 12 months :18 Relationship with Other Acquirers

19Relationship with the Target Company, ifany :

20 Details of any Company promoted by the

Acquirers :

21 Copy of the audited Balance Sheet of last 3years forthe respective Firms/ Company.

22Detail purpose & future plans of theacquisition

Signature of the Acquirer :..Place :Date :

ANNEXURE - IVDetails of the Sellers being the shareholder & promoter of the TargetCompany:

Name ofthe Sellers

Address & Phone.No. of Sellers

Number &(%) ofshares heldas on thedate of SPA

Number &% of sharesbeing soldthroughSPA toAcquirer

Balance Number& (%) of Shareswith Sellers.

ANNEXURE V


15/17

DETAILS OF SELLERS

PARTICULARS DETAILS

Name Of The Seller

Regd Address

Telephone No.

List Of Directors Of TheSeller Company

Listed Company(S) PromotedBy The Seller, If Any

Action Taken By Sebi AgainstThe Seller, If Any

Signature :Date:Place:

ANNEXURE - VIThe Capital build up of the Target since its inception is as follows :

DateAllotment

of

No.ofSharesIssued

%ofSharesissuedtoCumulativ

Cumulative paidupCapital

Mode ofallotment

Identityofallottees(Promoteres/ ex.Promoters

StatusCompliance

of

eCapital

orOthers)

Subscriptio

n to

Memoran

dum

Further

Allotment

Public

Issue

Total


16/17

ANNEXURE VIIThe shareholding pattern of the target company as on the date of PA is asunder:

Shareholder Category No. of Shares Held Percentage

Promoters group

i) Parties to the agreement(Sellers) ii) Promoters otherthan aboveNon Promoter

FII/ Mutual Funds/Banks/FI

NRIBody Corporate

Public

Total Paid up Capital

ANNEXURE VIIIBy the Promoters/Sellers/Major shareholders of the target Company

Sr.No. Regulations/Sub-Regulations

Due DateforCompliances

asmentionedin theregulation

Actual DateofCompliance

Delay, if any( in no.days)

Remarks

1 6(1)

2 6(3)

3 8(1)

4 8(2)

By the Target Company ( to be given separately for each Stock Exchange )


17/17

Sr.No. Regulations/Sub-Regulations

Due DateforCompliancesasmentionedin theregulation

Actual DateofCompliance

Delay, if any( in no.days)

Remarks

1 6(2)

2 6(4)

3 8(3)

4 8(3)

Documents

Checklist for Takeover