ODG

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

For office use only Date of Receipt Approval No.: ccccccccccccc

I. General
a) Name and address of the Indian Company :	______________________ ______________________ ______________________ ______________________
b) Date of Incorporation
	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)

Accountingyear ended (1)	Name of Foreign Currency (2)	Gross Sales/Turnover (3)	Net Profit/(Loss) (4)	Paid up capital (5)	Net-worth (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. (1)	Date of Issue (2)	Amount of Issue (3)	Issue price per ADR/GDR (4)	Amount outstanding (5)	Name of the foreign company acquired (6)	Date of report to RBI in form ODG (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 and correct. It is further certified that all the legal and other regulatory requirements in India and the host country of acquisition have been complied with.

Place _____________ Date _____________	Stamp & Seal	________________________ (Signature of authorised official) Name : _____________________ Designation : __________________
Encls : 1.           2.           3.		4. 5. 6.

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Instructions for filling up the form ODG
(This may be detached and retained by the Indian company)

1. ODG form complete in all respects should be submitted in triplicate to the 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) the Indian Party has already made an ADR and / or GDR issue and that such ADRs/GDRs are currently listed on any stock exchange outside India;

such investment by the Indian Party does not exceed the higher of the following amounts, namely: -

i. amount equivalent of US$ 100 mn. or

ii. amount equivalent to 10 times the export earnings of the Indian Party during the preceding financial year as reflected in its audited balance-sheet, inclusive of all investments made under Regulations in Part I, including under (i) of this clause, in the same financial year,

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

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

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

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

or

where the shares of the foreign (acquired) company is listed on a stock exchange abroad, the valuation of its shares is based on current market capitalisation of the acquired company arrived at on the basis of monthly average price on any stock exchange abroad for the 3 months preceding the month in which is the acquisition is committed and over and above, the premium, if any, as recommended by the Investment Banker in its due diligence report.

(B) Copy of the report together with due diligence report, if any, from an Investment Banker in support of the valuation as indicated at above.

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

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