ODG

Report on overseas acquisition made under the
ADR/GDR Stock Swap Scheme

For Office Use. Date of Receipt: Approval No.: ccccccccccccc

I. General

a)	Name and address of the Indian Company	:	______________________ ______________________ ______________________ ______________________
b)	Date of Incorporation	:	cc cc cccc D  D  M  M  Y  Y  Y  Y
c)	Line(s) of activity (activities)	:	______________________ ______________________ ______________________

d) Financial details of the Indian company for the last three years :-

(Rs. in crores)

Financial year ended	Domestic sales	Forex Exchange earnings from exports	Forex earnings (other than export of goods/ services)	Paid up capital	Net Profit/(Loss)	Net-worth
(1)	(2)	(3)	(4)	(5)	(6)	(7)

II.	Details of ADRs/GDRs issued on Stock Swap basis for the acquisition under report			:
	a)	Number and Amount of ADRs/GDRs issued for the purpose		:
	b)	(i)	Name of the stock exchange on which the ADRs/GDRs are listed	:
		(ii)	Name of the Issue Manager	:
	c)	Number of underlying share of the Indian company for each ADR/GDR issue		:
	d)	(i)	Acquisition price per share of the overseas (acquired) company	:
		(ii)	Price of share recommended by the Investment Banker	:
	e)	Price of each underlying share and ADR/GDR of the Indian company (acquiring company)		:
	f)	Basis of valuation of price of the share of the Indian company		:
	g)	Share Exchange Ratio (Share price of the acquired company/ share price of the acquiring company)		:

III. Details of the foreign (acquired) company

a)	Name and address of the company	:	______________________ ______________________ ______________________ ______________________
b)	Name(s) and address of the share holders of the acquiring company offering the shares in exchange	:	______________________ ______________________ ______________________ ______________________
c)	Line(s) of activity (activities) of the company	:	______________________ ______________________ ______________________
d)	Financial particulars of the company for the last 3 years	:

(Amount in Foreign Currency/million)

Accounting year ended	Name of Foreign Currency	Gross Sales/Turnover	Net Profit/(Loss)	Paid up capital	Net-worth
(1)	(2)	(3)	(4)	(5)	(6)

iv) Post-acquisition equity structure of Indian company
(acquiring company) and foreign company (acquired company)

(a) Indian Company (%of non-resident holding to total equity)		(b) Foreign Company (% of Indian holding to total equity)
Pre acquisition	Post acquisition	Pre acquisition	Post acquisition

v) Cumulative position of ADRs/GDRs issued for
overseas acquisitions under the scheme

(Amount in Foreign Currency/million)

Sr.No.	Date of Issue	Amount of Issue	Issue price per ADR/GDR	Amount outstanding	Name of the foreign company acquired	Date of report to RBI inform ODG
(1)	(2)	(3)	(4)	(5)	(6)	(7)
1.
2.
3.

vi) Any other information relevant to the acquisition under report
DECLARATION
It is certified that the information furnished above is true andcorrect.   It is further certified that all the legal and otherregulatory requirements in India and the host country of acquisition have beencomplied with.

Place: ________________ Date: _________________

___________________________ (Signature of Authorised Official) Name: _______________________ Designation: _______________________

Encls :

1. 2. 3.

4. 5. 6.

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Instructions for filling up the form
(This may be detached and retained by the Indian company)
1. ODG form complete in all respects should be submitted in triplicate tothe Chief General Manager, Exchange Control Department, Reserve Bank of India,Central Office, Overseas Investment Division,  Amar Building, Mumbai 400001.

2. The following documents should be enclosed to this form :-

(A) A statement from the Statutory Auditors of the Indian company certifying that:

(i) at least 80% of the average turn-over of the Indian company in thethree previous financial years is from the specified activities/sectors (viz.ITand Entertainment Software Pharmaceuticals, Biotechnology and other sectors asmay be notified from time to time) or  the Indian party has an annualaverage export earnings of at least Rs.100 crores in the three previousfinancial years from these activities/sectors;

(ii) the issued amount of the ADRs/GDRs exchanged for acquiring  shares ofthe overseas (acquired) company is within the limit specified in the ForeignExchange Management (Transfer or issue of Foreign Security) Regulations, 2000.

(iii) the ADRs and/or GDRs issued for the purpose of acquisitions arebacked by underlying fresh equity shares of the Indian party;

(iv) after the new ADR and/or GDR issue, the total holding in the Indian partyby persons resident outside India in the expanded capital base, does not exceedthe sectoral cap prescribed under the relevant regulations for such investmentsin the activities in which the Indian party is engaged; and

(v) where the shares of the foreign (acquired) company are not listed inany stock exchange, its valuation for acquisition is in accordance with therecommendations of the Investment Banker

or

where the shares of the foreign (acquired) company is listed on a stock exchangeabroad, the valuation of its shares is based on current marketcapitalisation of the acquired company arrived at on the basis of monthlyaverage price on any stock exchange abroad for the 3 months preceding the monthin which is the acquisition is committed and over and above, thepremium, if any, as recommended by the Investment Banker in its duediligence report.

(B) Copy of the report together with due diligence report, ifany, from an Investment Banker in support of the valuation as indicated atabove.

(C) Other relevant documents as submitted to the StockExchange/Regulatory Authorities in the host country of the company acquired.