Change in Shareholding with Change in Control

FORMAT OF LETTER FOR SUBMISSION OF DOCUMENTS FOR PRIOR APPROVAL FOR CHANGE IN SHAREHOLDING WITH CHANGE IN CONTROL

(On letterhead of the member)

To,

Membership Department

Metropolitan Stock Exchange of India Limited

4th Floor, Vibgyor towers, plot no.C-62.

Opp. Trident Hotel Bandra Kurla Complex,

Bandra East Mumbai – 400098

Sub: Change in shareholding of ______(Name of the Member)

Mem. ID ______SEBI Regn No______

Dear Sir/ Madam

We would like to seek approval of the Exchange for proposed change in shareholding pattern. As per the proposal, ______(Name of the acquirer) will acquire the entire stake / ______% of stake of the present dominant promoter group i.e ______(names of the persons /entities forming the dominant promoter group).

______(name of the acquirer) will hold ______no. of shares, ______% of shareholding in ______(name of the member) after the proposed change.

In this regard, we are enclosing documents as per the attached checklist.

The shareholding pattern of ______(name of member) after the proposed changes will be as follows:-

Sr. No. / Name $ / Number of shares held / Face value per share / Amt Paid up (Rs. in lakhs) / % of total
1
2
3
4
Others
100%

We undertake to bear all fees and any other charges levied by the Exchange.

Please find enclosed Cheque/Demand Draft/Pay Order No.______amounting to Rs.1,29,800/- (inclusive 18% G.S.T.) payable in Mumbai in favour of Metropolitan Stock Exchange of India Limited towards transfer fee of Rs. 1,00,000 and processing fees of Rs. 10,000 for each change in shareholding with change in control.

We request you to grant your approval for the change in shareholding pattern.

Thanking you

Yours faithfully

For ______(Name of member)

Designated Director (s)

Encl: as above

ANNEXURE

Check-list of the documents for changes in the shareholding pattern (with change in control)

Sr.No. / Particulars / Annexure Nos. / Submitted
(Yes / No / NA)
1. / Letter confirming payment of fee payable to SEBI along with proof of payment / Annexure-1
2. / Confirmation of the member regarding non declaration of default/ non expulsion, non pending of investor grievance/arbitration/disciplinary action etc / Annexure -2
3. / Equity shareholding pattern before change to be certified by a practising Chartered Accountant. (Shareholding pattern of corporate holding not less than 2 % of equity should also be submitted in the same format) / Annexure -3
4. / Preference shareholding pattern before change to be certified by a practising Chartered Accountant. (Shareholding pattern of corporate holding not less than 2 % of equity should also be submitted in the same format) / Annexure -3A
5. / Equity shareholding pattern after proposed change. (Certification by Practising CA is not required in case of proposed changes) / Annexure-4
6. / Preference shareholding pattern after proposed change (Certification by Practising CA is not required in case of proposed changes) / Annexure-4A
7. / Details of present dominant promoter group of the member / Annexure -5
8. / Undertaking from the relative support (if submitted earlier, a certified true copy of same to be submitted / Annexure -5A
9. / Undertaking from corporate support alongwith Certificate by Practising CA and Board Resolution of the corporate enclosed (if submitted earlier, a certified true copy of same to be submitted / Annexure-5B
10. / Details of proposed dominant promoter group of the member (Certification by practicing CA is not required in case of proposed changes) / Annexure -6
11. / Current shareholding pattern of acquirer of stake in dominant promoter group and a brief description about the acquirer#
12. / Details of directors before change to be certified by a practicing Chartered Accountant/ Company Secretary / Annexure -7
13. / Details of directors after change to be certified by a practicing Chartered Accountant/ Company Secretary / Annexure -8
14. / Certified true copy of PAN Card#, Educational Proof and Experience Certificate (Applicable for new incoming designated director)
# - Self attested copy of PAN Card is required for all new incoming directors
15. / Additional details of the incoming designated director/ Non designated director / Annexure -9
16. / A Confirmation from the acquirer that they meet the criteria of fit and proper person in terms of Schedule II of the SEBI (Intermediaries) Regulations 2008 / Annexure - 10
17. / An undertaking from the member / Annexure -11
18. / Name & PAN Card details of all the entities i.e. Promoters; Associate(s) / Group companies/ Principal Officer / Key management person(s) / Annexure -12
19. / Name & PAN Card details of all the entities i.e. Promoters; Associate(s) / Group companies/ Principal Officer / Key management person(s) / Annexure -13
20. / Any other documents /details found necessary to submit in connection with proposal for change in shareholding pattern with change in control#

# Format of annexure not available

Annexure – 1

(On letterhead of the member)

Date:

To,

Membership Department

Metropolitan Stock Exchange of India Limited

4th Floor, Vibgyor towers, plot no.C-62.

Opp. Trident Hotel Bandra Kurla Complex,

Bandra East Mumbai – 400098

We confirm that we have paid the entire outstanding principal fees and interest to SEBI in respect of our turnover on the Metropolitan Stock Exchange of India Limited. in accordance with the SEBI (Stock Brokers and Sub Brokers) Rules and Regulations, 1992.

Further, we also confirm that we have paid full fees along with interest in respect of all erstwhile entities, if any.

For ------(Name of the member) For------(Name of the member)

Signature of Designated Director Signature of Designated Director

Name of the designated director Name of the designated director

Place

Rubber Stamp of the member

Annexure -2

(On letterhead of the member)

Date:

To,

Metropolitan Stock Exchange of India Limited

4th Floor, Vibgyor towers, plot no.C-62.

Opp. Trident Hotel Bandra Kurla Complex,

Bandra East Mumbai – 400098

We hereby solemnly confirm that:

We have neither been declared defaulters /expelled by any Stock Exchange in India / SEBI nor are we connected / related / associated with any entity / person declared defaulter / expelled by any Stock Exchange in India /SEBI.
We further declare that none of the shareholders or directors of our company have been declared defaulters /expelled by any Stock Exchange in India / SEBI nor are connected / related / associated with any entity / person declared defaulter / expelled by any Stock Exchange in India / SEBI.
No complaints / arbitration /disciplinary proceedings are pending against us.*
There is no investigation / enquiry by any exchange pending against us or any of our directors/shareholders. #
As on ------, we, as a member of the Metropolitan Stock Exchange of India Limited. have paid fees, as applicable, to SEBI.
We have submitted the turnover details necessary to assess the fee liability to Metropolitan Stock Exchange of India Limited. in the prescribed manner.

Yours faithfully,

For------(Name of the Member)For ------(Name of the Member)

Signature of Designated DirectorSignature of Designated Director

Name of Designated DirectorName of Designated Director

Place

Rubber Stamp

Note: -

* In case of any complaints /arbitration /disciplinary proceedings pending, please provide details

# In case of any investigation / inquiry by any exchange pending against the member or any of its directors /shareholders, please provide details.

Annexure -3

EQUITY SHAREHOLDING PATTERN BEFORE PROPOSED CHANGE

(On letter-head of the member)

EQUITY SHARE HOLDING PATTERN as on ______

Sr. No. / Name $ / Number of shares held / Face value per share / Amt Paid up (Rs. in lakhs) / % of total
1
2
3
4
5
6
7
Others
100%

$ All initials to be expanded (Full names to be indicated)

NOTES:

In case of bodies corporate holding 2% or more of the paid up capital in the member entity, the details of their shareholding shall also be furnished in the same format as given above
In case of HUF give names of Karta and co-parceners.
Persons holding 2% or more of the paid up capital should be shown separately and not clubbed in Others.

For ------(Name of the member) For------(Name of the member)

Signature of Designated Director Signature of Designated Director

Name of the designated director Name of the designated director

Rubber stamp of the member

Date:

Place:

CERTIFICATE

This is to certify that the Shareholding in ______as given above, based on my/ our scrutiny of the books of accounts, records and documents is true and correct to the best of my/our knowledge and as per information provided to my/our satisfaction.

Date:For (Name of Accounting Firm)

Place:

Name of the Partner / Proprietor

Chartered Accountant

Membership Number

Rubber stamp

Annexure -3A (If applicable)

PREFERENCE SHAREHOLDING PATTERN BEFORE PROPOSED CHANGE

(On letter-head of the member)

PREFERENCE SHARE HOLDING PATTERN as on ______

Sr. No. / Name $ / Number of shares held / Face value per share / Amt Paid up (Rs. in lakhs) / % of total
1
2
3
4
5
6
7
Others
100%

$ All initials to be expanded (Full names to be indicated)

NOTES:

In case of bodies corporate holding 2% or more of the paid up capital in the member entity, the details of their shareholding shall also be furnished in the same format as given above
In case of HUF give names of Karta and co-parceners.
Persons holding 2% or more of the paid up capital should be shown separately and not clubbed in Others.

For ------(Name of the member) For------(Name of the member)

Signature of Designated Director Signature of Designated Director

Name of the designated director Name of the designated director

Rubber stamp of the member

Date:

Place:

CERTIFICATE

Date:For (Name of Accounting Firm)

Place:

Name of the Partner / Proprietor

Chartered Accountant

Membership Number

Rubber stamp

Annexure -4

PROPOSED EQUITY SHARE HOLDING PATTERN of ------

(On letter-head of the member)

Sr. No. / Name $ / Number of shares held / Face value per share (Rs.) / Amt Paid up
(Rs. In lakhs) / % of total
1
2
3. / 4 / 5. / 6. / 7. / Others / / 100%

$ All initials to be expanded (full names to be indicated)

NOTES:

In case of bodies corporate holding 2% or more of the paid up capital in the member entity, the details of their shareholding shall also be furnished in the same format as given above
In case of HUF, give names of Karta and co-parceners.
Persons holding 2% or more of the paid up capital should be shown separately and not clubbed in Others.

For ------(Name of the member) For------(Name of the member)

Signature of Designated Director Signature of Designated Director

Name of the designated director Name of the designated director

Rubber stamp of the member

Date:

Place:

Annexure -4A (If applicable)

PROPOSED PREFERENCE SHARE HOLDING PATTERN of ------

(On letter-head of the member)

Sr. No. / Name $ / Number of shares held / Face value per share (Rs.) / Amt Paid up
(Rs. In lakhs) / % of total
1
2
3. / 4 / 5. / 6. / 7. / Others / / 100%

$ All initials to be expanded (full names to be indicated)

NOTES:

In case of bodies corporate holding 2% or more of the paid up capital in the member entity, the details of their shareholding shall also be furnished in the same format as given above
In case of HUF, give names of Karta and co-parceners.
Persons holding 2% or more of the paid up capital should be shown separately and not clubbed in Others.

For ------(Name of the member) For------(Name of the member)

Signature of Designated Director Signature of Designated Director

Name of the designated director Name of the designated director

Rubber stamp of the member

Date:

Place:

Annexure -5

DETAILS OF DOMINANT PROMOTER GROUP AS ON ------

(On letter-head of member)

Certificate dated ______Submitted by ______

Sr
No / Name of
dominant shareholder / Person (s) supporting dominant shareholder / Relation $ / No. of shares
held / Total Amt paid
up@ / % of Total @ / % of
Total
Self / Relatives
1
2
3
TOTAL

$ Please specify relation of person supporting dominant shareholder

@ For arriving at the shareholding of persons constituting the dominant promoter group, the shareholding of close relatives, namely parents, spouse, children and their descendants, brothers and sisters only may be counted provided these relatives have given an irrevocable, unconditional support in writing in the prescribed format to the Exchange.

For ------(Name of member) For------(Name of the member)

Signature of Designated Director Signature of Designated Director

Name of the designated director Name of the designated director

Rubber stamp of the member

Date:

Place:

CERTIFICATE

This is to certify that the shareholding in ______as given above, based on my / our scrutiny of the books of accounts, records and documents is true and correct to the best of my/our knowledge and as per information provided to my/our satisfaction.

Date:For (Name of Accounting Firm)

Place:

Name of the Partner / Proprietor

Chartered Accountant

Membership Number

Rubber stamp

Annexure 5-A (If applicable)

Certificate dated ______Submitted by ______

UNDERTAKING FROM RELATIVE OF PERSONS CONSTITUTING DOMINANT PROMOTER GROUP

I, Mr./Ms./Mrs. ______, son/daughter/wife of Mr. ______, resident of ______am the absolute owner of ______(no.) of shares of Rs. ___ each, Rs. _____ per share paid up, which constitutes _____ % of the total paid up capital of the company ______Private limited/ Limited as on this date.

I state that I shall irrevocably and unconditionally support in respect of my shareholding, Mr/Ms. ______, a shareholder in the above mentioned company. I further state that I have no objection to my above mentioned shareholding being clubbed with the shareholding of Mr. ______, who is my ______(give relation with the latter ) for the purpose of determining the dominant promoter group of the said company.

This support is irrevocable and I also undertake to give prior information to Metropolitan Stock Exchange of India Limited before selling or otherwise transferring any part or whole of my above mentioned shareholding.

Signature of relative

(Name of the relative)

Date:

Place:

Witness by: ______(Signature of witness)Witness By______(Signature of witness)

(1) Name: (2) Name:

Address:Address:

Place:Place:

Date:Date

Note: For arriving at the shareholding of persons constituting the Dominant promoter group, the shareholding of close relatives, namely parents, spouse, children and their descendants, brothers and sisters only may be counted provided these relatives give an irrevocable, unconditional support in writing on the prescribed format

CERTIFICATE

Place:For (Name of Accounting Firm)

Date:

Name of Partner /Proprietor

Chartered Accountant Membership Number

Rubber Stamp

Annexure 5- B (If applicable)

UNDERTAKING FROM CORPORATES SUPPORTING DOMINANT PROMOTER GROUP

(On letterhead of supporting corporate)

Certificate dated ______Submitted by ______

We, M/s. ______Ltd., incorporated as a Company under the Companies Act, 1956 and having its registered office at ______do state as under:

As per the existing norms of Metropolitan Stock Exchange of India Limited (MSE), the shareholding of Mr./Ms.______* in our company in direct proportion to our shareholding in the Member Company, may be reckoned for the purpose of arriving at the dominant promoter group in M/s. ______(Member Company).
We are ______% shareholder of the Member Company and Mr./Ms.______, dominant promoters of the Member Company along with his/her specified relatives i.e., ______are having ______% shareholding in our company.
Mr./Ms.______* have requested MSE to consider their shareholding in our company in the permissible proportion to arrive at the dominant shareholders in the Member Company and also requested us to give an irrevocable undertaking extending unconditional support to Mr./Ms. ______(Name of the Dominant promoters of the Member Company) to enable MSE to consider the aforesaid as dominant promoter group.
We hereby extend our unconditional and irrevocable support in support of Mr./Ms.______(Name of the Dominant promoters of the Member Company) for the purpose of the determining the dominant promoter group in the said Member Company.
We also undertake to give prior information to MSE before effecting any change in the shareholding of Mr./Ms.______.*

For ------

Signature of Authorised Signatory (ies)

Name of the Authorised Signatory (ies)

Date:

Place:

Witness by: ______(Signature of witness) Witness By______(Signature of witness)

(1) Name: (2) Name:

Address:Address:

Place:Place:

Date:Date

* Name of the Dominant Promoters of the Member Company along with their specified relatives having shareholding in the corporate giving the undertaking.

CERTIFICATE

This is to certify that the shareholding of M/s. ______is/are as mentioned below, based on our scrutiny of the books of accounts, records and documents. We further certify that the information given above is true and correct to the best of our knowledge and as per information provided to our satisfaction.

Sr. No. / Name of the Share holder / No. of Shares / Paid up Share Capital / % Shareholding

Place:For (Name of Accounting Firm)

Date:

Name of Partner / Proprietor

Chartered Accountant Membership Number

Rubber Stamp

Annexure 5B (Contd.)

BOARD RESOLUTION

(On letterhead of corporate supporting the dominant group)

Certified true copy of the Resolution passed at the meeting of the Board of Directors of ______(Name of the Company supporting Dominant Promoter Group) held on ______(Date) at ______(Venue).

Resolved that the company shall extend its unconditional and irrevocable support in favour of Mr./Ms. ______, for the purpose of determining the dominant promoter group in M/s. ______(Member) and accordingly, execute necessary documents including an irrevocable undertaking to give effect to the same and submit it to Metropolitan Stock Exchange of India Limited. Resolved further that Mr./Ms. ______, (Designation of the director) of the company be and is hereby authorized to execute necessary documents including such undertaking.

Certified to be true

For ______(Name of the Company)

______

Note: The above certificate and Board resolution should be given along with the undertaking as given by corporate supporting the dominant promoter group

Annexure -6

Details of Proposed Dominant Group submitted by ------

(On letter-head of the member)

Sr
No / Name of
dominant shareholder / Person (s) supporting dominant shareholder / Relation $ / No. of shares
held / Total Amt paid
up@ / % of Total @ / % of
Total
Self / Relatives
1
2
3
TOTAL

$ Please specify relation of person supporting dominant shareholder

For ------(Name of the member) For------(Name of the member)

Signature of Designated Director Signature of Designated Director

Name of the designated director Name of the designated director

Rubber stamp of the member

Date:

Place:

Annexure-7

DETAILS OF DIRECTORS AS ON ______

(On letter-head of member)

Sr
No / Name $ / Father
Name $ / Designation
@ / Date
of
Birth / Education / DIN / PAN / Residential
Address &
Telephone/
Mobile Nos./
Email ID/
Fax No. / Designated directors
(Yes/No)
# / Share holding / Directorships/ / controlling shareholding
in other cos.
No. / Amt / % of
total
1
2
3
4

NOTES: