General Instructions for filling up the application

Sr. Particulars
No.
1. URL:https://neaps.nseindia.com/NEWLISTINGCORP/ (‘NEAPS Portal’)

2. If a particular field/detail in the checklist is not applicable, please mention the same as 'Not Applicable'.
3. In case of schemes which solely provides for merger of a wholly owned subsidiary with the parent
company as mentioned in the SEBI Circular CFD/DIL3/CIR/2018/2 dated January 03, 2018 following
two documents are to be submitted for dissemination on the Exchange’s website
 Certified true copy of Board of Director’s resolution approving the draft scheme of
amalgamation of WOS with its holdingcompany
 Certified true copy of Draftscheme.
AbovementioneddocumentsshallbesubmittedforthepurposeofdisclosuretotheExchangeonNEAPS Portal
in the below mentioned path.

Path: NEAPS > Issue > Scheme of Arrangement > Amalgamation of Wholly Owned Subsidiary

4. Contact details of the Exchange officials are available on NEAPS > Help > Contact us.

5. Scheme shall be returned/rejected by the Exchange and processing fee shall be forfeited in case of
non-compliance of the below prerequisites for filing application under Regulation 37 of SEBI (LODR)
Regulations, 2015 without further processing.

Compliance with SEBI Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665

dated November 23, 2021 and amendment thereof (SEBI Master Circular), for the draft schemes
proposed to be filed under Regulation 37 of SEBI (LODR) Regulations, 2015with Stock Exchange.

All the Listed entities are advised to ensure compliance with the SEBI Circular/Master
Circular&Standard Operating Procedure (SOP) issued by the Exchange NSE/CML/2021/43 dated
November 02, 2021. In case of non-compliance/incomplete documents as mentionedin the above
provisions without further processing, Scheme shall be returned/rejected by the Exchange and
processing fee shall be forfeited.
6. The Exchange reserves the right to ask for documents other than those mentioned above.

List of documents to be submitted for obtaining observation letter

under Regulation 37 of the SEBI (LODR) Regulations, 2015

Sr. List of Documents/ details to be submitted Yes/No/NA

No.
1. Certified copy of the Draft Scheme of Arrangement.
(pdf & Machine readable)
 Valuation Report from a registered valuer as per Para (A)(4) of Part I of SEBI Master
2. Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665dated November 23, 2021
and amendment thereof (“SEBI Master Circular”) along with the Computation of Fair
Share Exchange Ratio as mentioned in the format enclosed in Annexure A.

Certified copy of confirmation stating that no material event impacting the valuation
has occurred during the intervening period of filing the scheme documents with Stock
Exchange and period under consideration for valuation.
3. Fairness opinion by independent SEBI registered merchant banker on valuation of
assets / shares done by the valuer for the listed entity and unlisted entity, as per Para
(A)(2)(d) of Part I of SEBI Master Circular.
4. Report from the Committee of Independent Directors recommending the draft scheme
taking into consideration, inter alia, that the scheme is not detrimental to the
shareholders of the listed entity, as per para (A)(2)(i) of Part I of SEBI Master
Circular.
5. Report from the Audit Committee recommending the draft scheme taking into
consideration, inter alia, the valuation report at sr. no. 3 aboveas per Para (A)(2)(c) of
Part I of SEBI Master Circular. The Audit Committee report shall also comment on the
following:
 Need for the merger/demerger/amalgamation/arrangement.
 Rationale of the scheme.
 Synergies of business of the entities involved in the scheme.
 Impact of the scheme on the shareholders.
 Cost benefit analysis of the scheme.
6. Certified copy of Shareholding pattern in accordance with Regulation 31 (1) of the
SEBI (LODR) Regulations, 2015 - for pre and post scheme of arrangement of all the
companies involved in the scheme in Landscape mode. (With PAN for the
Exchange record)
7. Certified copy of Shareholding pattern in accordance with Regulation 31 (1) of the
SEBI (LODR) Regulations, 2015 - for pre and post scheme of arrangement of all the
companies involved in the scheme in Landscape mode. (Without PAN for
disseminating the same on the Exchange website, kindly do not attach
shareholding pattern with PAN in this TAB.)
8. Audited financials of last 3 years (Audited financials not being more than 6 months
old) of unlisted company as mentioned in theformat enclosed in Annexure B.
9. Statutory Auditor’s certificate confirming the compliance of the accounting treatment
as specified in Para (A)(5) of Part I of SEBI Master Circular. (Format enclosed in
AnnexureC).
10. If as per the company, approval from the public shareholders through e-voting, as
required under Para(A)(10)(b) of Part I of SEBI Master Circular, is not applicable
then as required underPara (A)(10)(c) of Part I of SEBI Master Circular, submit the
following:
(i). An undertaking certified by the auditor clearly stating the reasons for non-
applicability of Para 10(a).
(ii). Certified copy of Board of Director’s resolution approving the aforesaid auditor
certificate.

11. No Objection Certificate (NOC) from the lending scheduled commercial

banks/financial institutions/ debenture trustees.
12. Confirmation which states that all past defaults of listed debt obligations of the entities
are forming part of the scheme.
13. Detailed compliance report as per Para (A)(2)(h) of Part I of SEBI Master Circular.
(Format enclosed in Annexure D).
14. Pricing certificate from the PCA/PCS/Statutory Auditor of the listed company as per
Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, if the allotment of shares is proposed to be made to a selected group of
shareholders or to the shareholders of unlisted companies pursuant to scheme of
arrangement.
15. Kindly provide the certified copies of the Board resolution approving the scheme of
all the Companies involved in the Scheme.
16. Brief details of the transferee/ resulting and transferor/ demerged companies as per the
format enclosed at Annexure E.
17. Confirmation by the Company as per format enclosed as Annexure F.
18. Documents to be submitted by Resulting / Transferee Company proposed to be listed
pursuant tothe scheme:
 Confirmation / Details by company secretary as per AnnexureG.

19. In case of scheme of demerger, additional documents as per Annexure Hare to be

submitted.
20. In case NSE is the DSE, kindly provide the documents/undertaking as per Annexure
I.
21. Report on the unpaid dues as on the application date as per Para (A)(7)(c) of Part I of
SEBI Master Circular.
22. Pre & post scheme Net worth calculated as per SEBI (LODR) Regulations, 2015,
along with the detailed working, of all the Companies involved in the Scheme.
Companies are required to submit Certificate from Statutory Auditors / Practicing
Chartered Accountants / Practicing Company Secretary.)
23. Confirmation from all the companies involved in the scheme regarding the following:

a. The Company, its promoters or Directors have never been declared as wilful
defaulter as per RBI Circular Ref. No. RBI/2015-16/100
DBR.No.CID.BC.22/20.16.003/2015-16 dated July 1, 2015 by the Banks.
b. The Company, its promoters or Directors have not been directly or indirectly,
debarred from accessing the capital market or have not been restrained by any
regulatory authority from, directly or indirectly, acquiring the said securities.
c. The Company, its promoters or Directors do not have direct or indirect relation
with the companies, its promoters and whole-time directors, which are
compulsorily delisted by any recognised stock exchange.
24. In case Non convertible Redeemable Preference Shares (NCRPS) / Non Convertible
Debentures (NCDs) are proposed to be issued to the shareholders of the listed entity
and are to be listed, the Company shall submit an undertaking as per format attached
in Annexure J confirming compliance with the requirements of Para (A)(12)(A) of
Part I of SEBI Master Circular.
25. Complaints Report as per Para 1(A)(6) of Part I of SEBI Master Circular, as
per format enclosed at Annexure Kof the checklist. (Kindly submit the complaints
report on NEAPS under Application Attachment tab there by selecting Complaints
Report from the dropdown list. Complaints Report to be submitted post completion of
21 days from the date of uploading of scheme documents on the Exchange’s website
within the stipulated timeframe as provided in SEBI LODR regulations).
26. Status with respect to compliance of each point of Observation Letter on draft scheme
of arrangement along with the relevant supporting, as per format enclosed at
Annexure Lof the checklist (the same is to be filed after receiving observation letter
from the Exchange on the following path on NEAPS: Issue > Scheme of
arrangement>Reg 37(1) of SEBI LODR, 2015>Seeking Observation letter to
Compliance Status).
27. Processing fees (Non-Refundable)(Payment of processing fees shall be made in the
same virtual bank account in which the Company makes payment of its Annual
Listing Fees, for details of your Virtual bank account kindly refer last page of Invoice
of Annual Listing Fees):
a) Payable to Exchange = Rs. 4,00,000/-plus applicabletaxes. (forMain Board)
Payable to Exchange = Rs. 2,00,000/-plus applicabletaxes. (forSME Emerge)

b) Payable to SEBI (bank account details mentioned below) at the rate of 0.1% of the
paid-up share capital of the listed / transferee / resulting company, whichever is
higher, post sanction of the proposed scheme, subject to a cap of Rs.5,00,000/- (No
GST / No TDS)
Bank account details for SEBI Processing Fees:

1. Name of the Account (pay to name): Securities and Exchange Board of India
2. Particulars of Bank Account
a) Name of the Bank ICICI Bank Ltd
g) IFSC/RTGS Code No. ICIC0000106
h) Type of Account Current Account
(S.B., Current or Cash Credit with
Code)
i) Account No.(As appearing on cheque SEBIRCCFDSCHEMEFEE
j) Book)
Whether Bank is participating in NEFT Yes
or not?
NOTE: Processing Fees shall be payable to Exchange and SEBI only through
online mode.
28. Name & Designation of the Company Secretary:
Telephone Nos. (landline & mobile):
Email ID.:
 Annexure A
The valuation report shall display the workings, relative fair value per share and fair share
exchange ratio in the following manner:

Computation of Fair Share Exchange Ratio:

XYZ Ltd PQR

Ltd
Valuation Approach Value Weight Value Weight
Share Share

Asset Approach X a y d
Income Approach X b y e

Market Approach X c y f

Relative Value per Share X y

Exchange Ratio (rounded off) xx

Ratio:
“x (xxx) equity share of XYZ Ltd of INR 10 each fully paid up for every y (yyy) equity
shares of PQR Ltd of INR 10 each fully paid up.”
Note: In case, any of the method has not been used, the reason for the same may be clearly specified
as footnote to the table.
Annexure B The financial details of companies for the previous 3 years as per the audited

statement of Accounts:

Name of the Company:

(Rs. in Crores)
Particulars As per last Audited 1 year prior to the 2 years prior to
Financial Year last Audited the last Audited
Financial Year Financial Year
Equity Paid up Capital
Reserves and surplus
Carry forward losses
Net Worth
Miscellaneous Expenditure
Secured Loans
Unsecured Loans
Fixed Assets
Income from Operations
Total Income
Total Expenditure
Profit before Tax
Profit after Tax
Cash profit
EPS
Book value

Note: The financials should not be more than 6 months old. In such cases additional column may
be added to provide the latest audited financials.
 Annexure C
Format for Auditor's Certificate

To,
The Board of Directors,
………………………………………………………
……. (Name and address of the Company)

We, the statutory auditors of ……………………………. (name of the listed entity),(hereinafter

referred to as “the Company”), have examined the proposed accounting treatment specified in
clause ……… (specify clause number) of the Draft Scheme of ………………………………..
(specify the type of Scheme) between……………………….(namesof the companies/entities
involved) in terms of the provisions of section(s) ………………………………… (specify the
relevant section(s)) of the Companies Act, 1956/ Companies Act, 2013 with reference to its
compliance with the applicable Accounting Standards notified
undertheCompaniesAct,1956/CompaniesAct,2013andOtherGenerallyAcceptedAccountingPrincipl
es.

The responsibility for the preparation of the Draft Scheme and its compliance with the relevant
laws and Regulations, including the applicable Accounting Standards as aforesaid, is that of the
Board of Directors of
theCompaniesinvolved.OurresponsibilityisonlytoexamineandreportwhethertheDraftSchemecompli
es with the applicable Accounting Standards and Other Generally Accepted Accounting
Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in
connection with the services that are subject to this Certificate, will extend any duty of care that
we may have in our capacity of the
statutoryauditorsofanyfinancialstatementsoftheCompany.Wecarriedoutourexaminationinaccordanc
e with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the
Institute of Chartered Accountants ofIndia.

Based on our examination and according to the information and explanations given to us, we
confirm that theaccounting treatment
containedintheaforesaidschemeisincompliancewithSEBI(ListingObligations and Disclosure
Requirements) Regulations, 2015 and circulars issued there under and all the applicable
AccountingStandardsnotifiedbytheCentralGovernmentunder
theCompaniesAct,1956/CompaniesAct, 2013 and/or the accounting treatment in respect of
………………………. (specify the financial statement item(s)) as prescribed by
………………………………. (nameof the regulator) vide its
Notification…………………………. (details of the Notification) which prevail over the
accounting treatment for the same as prescribed under the aforesaid Accounting Standards
(wherever applicable), except the following:
……………………………….

This Certificate is issued at the request of the ……………………………. (name of the Company)
pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for onward submission to the
……………………………………..(name of the Stock Exchange(s)). This Certificate should not
be used for any other purpose without our prior written consent.

For
…………………………………………
(Name of the Firm)
Chartered
Accountants Firm
Registration No.:
Signature
(Name of the member)
Designation (Partner or proprietor, as may be applicable):
Membership Number:
Place:
Date:
 Annexure D

Format of the Compliance Report to be submitted along with the draft scheme

It is hereby certified that the draft scheme of arrangement involving (Name of the
entities) does not, in any way violate, override or limit the provisions of securities
laws or requirements of the Stock Exchange(s) and the same is in compliance with the
applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and this circular, including the following:

SN Reference Particulars
1 Regulations 17 to 27 Corporate governance requirements
of LODR
Regulations
2 Regulation 11 of LODR Compliance with securities laws
Regulations
Requirements of this circular

(a) Para (I)(A)(2) Submission of documents to Stock Exchanges

(b) Para (I)(A)(3) Conditions for schemes of arrangement involving
unlisted entities
(c) Para (I)(A)(4) (a) Submission of Valuation Report
(d) Para (I)(A)(5) Auditors certificate regarding compliance
with Accounting Standards
(e) Para (I)(A)(9) Provision of approval of public shareholders
through e-voting

Company Secretary ManagingDirector

Certifiedthatthetransactions/accountingtreatmentprovidedinthedraftscheme of
arrangement involving (name of the entities) are in compliance with all the
Accounting Standards applicable to a listedentity.

Chief Financial Officer ManagingDirector

Date:
 Annexure E
Brief particulars of the transferee/resulting and transferor/demerged companies:

Sr. No. Particulars Remarks

1 Name of the Company
2. Exchange(s) Listed on
3. Designated Stock Exchange
4. Brief detail about Scheme

5. Consideration/Exchange Ratio
6. Will any of the unlisted
companies seek listing
pursuant to Rule 19(2)(b) of
SEBI (SCRR),1957
7. Report of Audit Committee Audit Committeereportdated

hasrecommended the draft scheme for

8. favorableconsideration.
Valuation Report from a The share entitlement ratio have been derived based on
Registered Valuer Valuation report dated issuedby .

9. Fairness opinion by Merchant , Merchant Banker, in its fairness

Banker opiniondated
has opined that the share entitlement ratio
as recommended by the valuer isfair.
10. Pre and post scheme Pre Scheme Shareholding Pattern:
Shareholding Pattern of the Category No. of shares %
listed Company Promoter
Public
Total

Post-amalgamation shareholding pattern:

Category No. of shares %
Promoter
Public
Total

11. Pre and post scheme Pre-amalgamation shareholding pattern:

Shareholding pattern of
Unlisted Company 1 Category No. of shares %
Promoter
Public
Total
Post-amalgamation shareholding pattern:
Category No. of shares %
Promoter
Public
Total
12. Pre and post scheme Pre-amalgamation shareholding pattern:
Shareholding pattern of Category No. of shares %
Unlisted Company2 Promoter
Public
Total

Post-amalgamation shareholding pattern:

Category No. of shares %
Promoter
Public
Total

13. Minimum public shareholding

in all the companies pre and
post amalgamation is in
compliance with Regulation
38 of SEBI (LODR)
Regulations, 2015 (‘Listing
Regulations’)
14. Approval of shareholders
through postal ballot and e-
voting
15. Treatment of Fractional
Entitlement , if any
16. Compliance with Regulation The Company has vide letter dated
11 of the Listing Regulations confirmed that the proposed scheme of amalgamation to be
presented to any court or Tribunal does not in any way
violate or override or circumscribe the provisions of SEBI
Act, 1992, the Securities Contracts (Regulation) Act, 1956,
the Depositories Act, 1996, the Companies Act, 1956/2013,
the rules, Regulations and
guidelinesundertheActs,theprovisionsasexplainedinRegulatio
n 11 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 or the requirements of
SEBI Circulars and stock exchanges.
17. Statutory Auditor’scertificate , Statutory Auditors of ,
confirming the compliance of haveprovided the certificate dated ,
the accounting treatment as confirmingthe accounting treatment as per SEBIcircular.
per SEBI Master Circular
18. Compliance Report as per Compliance Report as per SEBI Master Circular has been
SEBI circular submitted along
with the applicationfiledon
19. Net Worth (Rs. in crores) Name of the Company Name of the Company
Pre
Post
20. Capital before the scheme
(No. of equity shares as well
as capital in rupees)
No. of shares to be issued
Cancellation of shares on
account of cross holding, if
any
 Capital after the scheme
(No. of equity shares as well
as capital in rupees)
21. Remarks, if any
 ANNEXURE F
Format of the confirmation to be submitted by the company:

To,
Manager - Listing Compliance
National Stock Exchange of India
Limited ‘Exchange Plaza’. C-1, BlockG,
Bandra Kurla Complex, Bandra
(E), Mumbai - 400 051

Dear Sir,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and

Disclosure Requirements), Regulations, 2015 for the proposed schemeof

In connection with the above application, we hereby confirm that:

1. The proposed scheme of amalgamation/ arrangement/merger / reduction of capital etc. to be
presented to any Court or Tribunal does not in any way violate or override or circumscribe the
provisions of the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the
Depositories Act, 1996, the Companies Act, 1956 / Companies Act, 2013, the rules,
Regulations and guidelines made under these Acts, the provisions as explained in Regulation
11 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and the
requirements of SEBI circulars and StockExchanges.

2. The draft scheme of amalgamation/ arrangement together with all documents mentioned in
SEBI circular has been disseminated on company’s website as per the link
given hereunder:

3. The company shall disclose the observation letter of the stock exchange on its website within
24 hours of receiving thesame.

4. The company shall obtain shareholders’ approval by way of special resolution passed through
e-voting as mentionedinclause ,pageno. of the draft scheme (ifapplicable).

Further,thecompanyshallproceedwiththedraftschemeonlyifthevotecastbythepublicshareholders
in favor of the proposal is more than the number of votes cast by public shareholders againstit.

5. In case of Unlisted company/ies being involved in the Scheme ofArrangement:

a. TheCompanyshallincludetheapplicableinformationpertainingtotheunlistedentity/
iesinvolved in the scheme in the format specified for abridged prospectus, certified by a
SEBI Registered Merchant Banker, as provided in Part E of Schedule VI of SEBI (ICDR)
Regulations, 2018 in the explanatory statement or notice or proposal accompanying
resolution to be passed sent to the shareholders while seeking approval of the scheme and
the same shall be submitted to Stock Exchanges.

b. The percentage of shareholding of pre-scheme public shareholders of the listed entity and
the
QualifiedInstitutionalBuyers(QIBs)oftheunlistedentity,inthepostschemeshareholdingpatter
n of the “merged” company on a fully diluted basis shall not be less than25%.
6. ThedocumentsfiledbytheCompanywiththeExchangearesame/similar/
identicalinallrespect,which have been filled by the Company with Registrar of
Companies/SEBI/Reserve Bank of India, wherever applicable.

7. There will be no alteration in the Share Capital of the unlisted transferor company from the
one given in the draft scheme of amalgamation/arrangement.

8. In case of a Fractional Entitlement in Scheme company will adhere to the SEBI Circular No.
SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 and amendments
thereof .

9. Pursuant to implementation of Scheme if Re-classification takes place under Regulation 31A

of the SEBI(LODR) Regulations, 2015, company shall ensure with the Compliance of
Regulation 38 of SEBI (LODR) Regulations, 2015.

10. The draft scheme is in compliance with all applicable SEBI circulars as amended from time to
time and SEBI (LODR) Regulations,2015.

Date: CompanySecretary
 ANNEXURE G

(Format of the confirmation/ details to be submitted by the Resulting / Transferee Company

proposed to be listed pursuant to the scheme)

To,
Manager - Listing Compliance
National Stock Exchange of India
Limited ‘Exchange Plaza’. C-1, Block G,
Bandra Kurla Complex, Bandra (E),
Mumbai - 400 051

Dear Sir,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and

Disclosure Requirements), Regulations, 2015 for the proposedscheme

A. In connection with the above application, we,(the Company) hereby confirmthat:

1. There shall be no change in the shareholding pattern or control of the company post
submission of the draft scheme unless otherwise mentioned in the Scheme between the record
date and the listing which may affect the status of thisapproval.
2. In case the public shareholders of the listed/demerged entity does not hold at least 25% paid
up capital of the unlisted company seeking listing, the company confirms the compliance with
the Proviso to Para (A)(1)(b) of Part II of SEBI Master Circular.

3. As on date of this confirmation there are no outstanding warrants/ instruments/ agreements

which give righttoanypersontotaketheequitysharesinthecompanyatanyfuturedate.

[If there are such instruments stipulated in the Draft scheme, the percentage referred to in
point (2) above, shall be computed after giving effect to the consequent increase of capital on
account of compulsory conversions outstanding as well as on the assumption that the options
outstanding, if any, to subscribe for additional capital will be exercised.

4. The draft scheme of amalgamation/ arrangement together with all documents mentioned in
SEBI circulars has been disseminated on company’s website as per the link
given hereunder:
.

5. The shares of the transferee entity issued in lieu of the locked-in shares of the transferor entity
are subjected to the lock-in for the remainingperiod.

B. Name and PAN of the following:

a. The Company.
b. Promoters.
c. Promoter group.
d. Directors of the Company.
e. Subsidiaries of the Company.

Date: CompanySecretary
 ANNEXURE H

Following additional documents are required to be submitted for Demerger cases wherein a
division of a listed company is hived off into an unlisted company or where listed company is
getting merged with an unlisted company:

1. Confirmation by the Company Secretary of the resulting/transferee company on the letter

head of resulting company that:

a) There will be no change in Share Capital of the resulting/transferee company till the
listing of the equity shares of the company on National Stock Exchange of IndiaLimited.

b) The shares allotted by the resulting company pursuant to the Scheme shall remain frozen
in the depositories systemtilllisting/tradingpermissionis
givenbythedesignatedstockexchange.

c) Equitysharesissuedbythecompanypursuanttotheschemeofamalgamation/
arrangementshallbelisted on the National Stock Exchange of India Limited, subject to
SEBI granting relaxation from applicability under Rule 19(2)(b) of the Securities
Contract (Regulation) Rules,1957.

d) The company shall comply with all the provisions contained in SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021and
amendment thereof.

e) The company shall comply with Rules, Byelaws, and Regulationsof the Exchange and
other applicable statutoryrequirements.

2. In case of scheme of demerger of a listed company, a Certificate from Statutory Auditors /

PracticingCharteredAccountants/PracticingCompanySecretarycertifying
percentageturnoverandprofitability of the division in the last two years as per the following
format, being hived off vis-à-vis the other divisions of thecompany.

(Rs. in crores)
Financial Networth % to Turnover % to Profitafter % to
Year total total Tax total

Demerged
division

Other
divisions
Total

3. Provide PAN and DIN of the Directors and Promoters of transferee/resulting company (Excel
Copy)
 Annexure I
1. Details of Directors and Promoters of all the companies involved in thescheme.
2. Undertaking that the transferee entity will not issue/reissue shares not covered under the
draft scheme.
3. Undertakingthatasondateofapplicationtherearenooutstandingwarrants/instruments/
agreementswhichgiverighttoanypersontotaketheequitysharesinthetransfereeentityatanyfut
uredate.
4. Pre and post Scheme shareholding pattern in belowformat for all companies involved in the
scheme (kindly add columns if more than two).
Transferor
Company Transferee company

Pre- Pre- Post-

arrangemen arrangement arrangement
Sr. Description Name of tNo. of % No. of % No. of %
No. Shareholder shares shares shares
(A) Shareholding of
Promoter and
Promoter Group
1 Indian
Individuals/ Hindu Names of
Undivided Family Promoter

(b) Central Government/ Name s

State Government(s)

(c) Bodies Corporate Names

(d) Financial Institutions/

Banks
(e) Any Others

Sub Total(A)(1)
2 Foreign
(a) Individuals (Non-
Residents Individuals/
Foreign Individuals)
(b) Bodies Corporate
(c) Institutions
(d) Any Others

Sub Total(A)(2)

Total Shareholding
of Promoter and
Promoter
Group(A)= (A)(1)+
(A)(2)

(B) Public shareholding

1 Institutions
(a) Mutual Funds/ UTI
Financial Institutions /
(b)
Banks
Central Government/
(c)
State Government(s)
(d) Venture Capital Funds
(e) Insurance Companies
Foreign Institutional
(f)
Investors
Foreign Venture Capital
(g)
Investors
(h) Any Other

Sub-Total (B)(1)

2 Non-institutions
(a) Bodies Corporate
(b) Individuals
 Individuals -i. Individual
I shareholders holding
nominal share capital
up to Rs 1 lakh
ii. Individual
II shareholders
holding nominal share
capital in excess of Rs.
1 lakh.
(c) Any Other

Sub-Total (B)(2)

Total Public
(B) Shareholding(B)
= (B)(1)+(B)(2)

TOTAL (A)+(B)
(C) Shares heldby
Custodians and against
which DRs have been
issued

GRAND
TOTAL (A)+
(B)+(C)
 ANNEXURE J

Following additional documents are required to be submitted when pursuant to scheme

NCRPS / NCD are proposed to be issued to the shareholders of the listed entities and are also
sought to be listed as per Para (A)(12)(A) of Part I of SEBI Master Circular.

1) The NCRPS / NCD proposed to be issued pursuant to the scheme will be issued only to the
shareholders of the listed entity which has listed its specified securities on the Exchange.

2) The minimum tenure of the NCRPS/ NCDs shall be one year.

3) The NCRPS / NCDs proposed to be listed have been assigned such minimum credit rating as
specified for public issue of NCRPS under SEBI (Issue and Listing of Non-Convertible
Redeemable Preference Shares) Regulations, 2013 or for public issue of NCDs in terms of
SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as the case may be by a credit
rating agency registered with the Board. Kindly also mention the actual rating obtained.

4) The valuation report has been prepared after considering the valuation of NCRPS/ NCDs to be
issued pursuant to the scheme.

5) The draft scheme contains all the disclosures, as specified under para 5(A)(V) of the aforesaid
circular, at Para No. <please mention the relevant para no.>.

6) We further confirm the following for the proposed issue of NCRPS / NCDs under the scheme:

a) The captioned issue of NCRPS/NCDs is in compliance with all the applicable provisions of
the Companies Act, 2013 including the provisions related to creation and maintenance of
Capital Redemption Reserve/Debenture Redemption Reserve.
b) All such NCRPS/NCDs shall be issued in dematerialised form only.
c) In case of NCDs, the company has appointed/ shall appoint the Debenture Trustee in
compliance with SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and
Companies Act, 2013.
d) In case of NCDs, the company has created / shall create an appropriate charge or security,
wherever applicable, in compliance with SEBI (Issue and Listing of Debt Securities)
Regulations, 2008 and Companies Act, 2013.
e) All the provisions of SEBI (Issue and Listing of Non-Convertible Redeemable Preference
Shares) Regulations, 2013 and SEBI (Issue and Listing of Debt Securities) Regulations,
2008 have been/ shall be complied with except the provisions related to making a public
issue, or making a private placement, or filing of offer document, etc.
 ANNEXURE K

Format for Complaints Report:

Period of Complaints Report:

Part A

Sr. Particulars Number

No.
1. Number of complaints received directly

2. Number of complaints forwarded by Stock Exchange

3. Total Number of complaints/comments received (1+2)

4. Number of complaints resolved

5. Number of complaints pending

Part B

Sr. Name of complainant Date of complaint Status

No. (Resolved/Pending)
1.

2.

3.

(Company Secretary)

Date:
 ANNEXURE L

Compliance Status of NSE Observation Letter

Sr. No. Particulars Compliance Status (Y/N) Remarks