Form No. 34B - Form of application to the Central Government for purchase by companies of shares of other companies - Companies (Central Government’s) General Rules and Forms, 1956

[1] [FORM No. 34B Registration No. of the company.............. Nominal capital Rs. .............. Companies Act, 1956 Form of application to the Central Government for purchase by companies of shares of other companies (Please see section 372) Instructions 1. Application complete in all respects to be sent to the Secretary, Department of Company Affairs, Government of India, Shastri Bhawan, 5th Floor "A" Wing, New Delhi-110 001. 2. The application Form should be accompanied by the requisite amount of fee/evidences of payment of fee paid in terms of the Companies (Fees on Applications) Rules, 1968. Fee be preferably paid by Bank Draft/Banker's Cheque in favour of the "Pay and Accounts Officer, Department of Company Affairs, New Delhi", payable at Delhi. 1. Authorised Capital of the Company Rs. .......................... 2. Amount of fee paid Rs. .......................... 3. Details of DD/Bankers' Cheque/Challan: Bank: Station: No.: Date: Particulars Investing Company (Applicant Company) Other body Corporate (Investee Company) 1 2 3 4. Name and address 5. Existing and proposed business 6.Shareholding pattern and Management Structure (to be attached alongwith the application) (to be attached alongwith the application) 7. Whether listed 8. Details of the proposed investment (Indicate number of shares to be acquired, face value, premium (if any) and total value). 9. Sources from which investment is proposed to be funded Amount Rs./US $ (a) From Internal Accruals: (b) By expanding capital base: (c) EXIM Bank Loan: (d) By transfer Assets/Property/Undertaking: (e) Any other method (to be specified): Total: 10. Whether the Members and the Board of Directors of the Applicant company have Passed Resolutions, as required under sections 372(4) and (5) for making the proposed investment. 11. In case the investee company is going to take up a new project: indicate broad areas of operation. 12. Valuation of Shares of the investee company: (To be submitted where shares are being acquired at a premium or when the investee company is a loss making company. A Certificate from a Chartered Accountant/Approved Valuer to be attached) (i) Market Value: (ii) Yield Value: (iii) Break-up Value: (iv) Fair Value: 13. Justification for purchase of shares at premium/higher value than fair value. 14. Availability of funds with the applicant company: As on Details Amount Remarks 1 2 3 (a) Subscribed capital/paid up capital (b) Free reserves (to be listed) (c) Total: (d) Loan/deposits already lent by the Company (e) Existing investments (f) Investment involved in this proposal (g) Total (d + e + f) (h) Percentage of Column (g) in relation to Column (h) 15. If the applicant company already holds shares of the investee company, indicate the percentage of this holding with, reference to total paid up share capital of the investee company. Indicate the percentage of shares Applicant Company will hold in the investee company after the proposed investment takes place. 16. Whether there has been any default in the repayment of any deposit or part thereof or any interest thereupon in accordance with the terms and conditions of such deposit referred to in section 58A of the Companies Act, 1956. If yes, the details thereof. List of documents to be attached, (to the extent applicable) (1) Latest available Audited Accounts with Auditors Report and Directors' Report of both the applicant company and the investee company. (2) Copies of the resolutions passed under section 372(4) and section 372(5) by the applicant company. (3) A copy of the resolution under section 81(1A) passed by the investee company. (4) Copies of approval of Foreign Collaboration agreement by Ministry of Industry, and approval of Reserve Bank of India. (5) Copy of the resolution(s) under section 293 where transfer of undertakings is involved. Verification It is hereby certified that the information given above and in the attached documents are true to the best of my knowledge and belief. Place: Signature: Date: Name: Seal Designation: -------------------------------- Notes:- [1] Substituted by GSR 126(E), dated 1-3-1997.