S.

NO TC -1 MOA & AOA

PARTICULARS

STATUS OF RECEIPT

REMARKS

Yes

Require a new MOA as accounts has income from PVC Insulation

TC- 2 TC -3

Prospectus of the public issue Details of Promoter & promoter group, any person having control over the company Present capital structure (Fully paid & Partly paid) As per Annexure - I Details of Capital Restrucuring (Buy Back, Allotment, Merger, De- merger, Spin off, ESOP, Stock Option, Amalgamation, ADR/GDR) during last 3 years. Shareholding pattern last filed in the Stock Exchange and latest , not later than one month. List of top 50 shareholders, provided in Benpos as on date. Details of lock-in shares of promoters. Name of stock exchange where shares are listed, details of non compliances of listing agreement & payment of listing fees, penalty by stock exchange, if any. Trading history of securities of the company.(Traded or Not Traded) Audited balance sheet for last three years & Certified Balance Sheet for the current period not older than 3 months. Details of the Registrar and Transfer

TC- 4

TC -5

TC -6

TC -7

TC -8 TC- 9

TC- 10

TC -11

Tc -12

Agent and latest Benpos of the target Company.

Tc -13 Tc -14

Change of name & object & regd address ,if any Board resolution to authorise the director for signing takeover documents ( on the date of SPA) Stock market data of last 26 weeks high and low prices along with shares traded (letter of stock exchanges required.) Name and address of compliance officer along with phone no, e-mail id, fax no. Annual return for last 3 years . Present board As per Annexure - II of Directors

Tc -15

Tc -16

Tc- 17 Tc -18

FROM THE ACQUIRER: WHEN ACQUIRER IS AN INDIVIDUAL: S.NO ACI 1 PARTICULARS Brief profile of the Acquirer and person acting in concert, including experience and qualification. ( As per Annexure III) Shareholding in target company Details of shares acquired during last 12 months in the target company Relationship of the acquirer with the target company, if any. Details of directorship/ interest in the other STATUS OF RECEIPT REMARKS

ACI 3 ACI 4

ACI 5

ACI 6

company/ firms. ACI 7 Companies promoted by the Acquirers, or in which the Acquirer holds a position as a Director, copy of their audited balance sheet of last 3 years and Articles & Memorandum of Association. Approvals required from regulatory & financial authorities. Networth certificate of the Acquirers from the chartered accountant. having adequate sources for the completion of the Open Offer. Certificate of the Acquirers from the chartered accountant, confirming adequate sources and full financial arrangement for the completion of the Open offer.

ACI 9

ACI 10

ACI 10

WHEN ACQUIRER IS A COMPANY: S.NO ACC 1 PARTICULARS Memorandu m Association. & Articles of STATUS OF RECEIPT REMARKS

ACC 2 ACC 3 ACC 4 ACC 5

Name & date of incorporation Address of registere offic & corporate d e office Contact Details - Phone no., fax no. Change of Name & Object, Registered office Address, if any. ( Necessary Forms alongwith ROC Receipts)

ACC 6

Copy of Audited balance sheet of last 3 years and Certified Copy of Balance Sheet for the current year not older than 3 months. Reason for rise/fall in income and profit & losses in the last three years. Name and address of directors of the company along with directors of PAC (if Company). Format As per Annexure - II Brief description of the business of the acquirer. List of shareholders of the company Latest patter of shareholding n the company Name of group/associates/subsidiary company. Certificate from the Chartered Accountant that the Acquirer Company has sufficient funds to implement the takeover offer. Details of shares acquired during last 12 months in the target company. Relationship of the acquirer (along with PAC) & its directors with the target company. Relationshi betwee Acquire & p n r PAC Companies promoted by the Acquirer Company, copy of their audited balance sheet of last 3 years and MOA. Details of other directorships of the directors of the company.

ACC 7

ACC 8

ACC 9 ACC 10 ACC 11 ACC 12

ACC 13

ACC 14 ACC 15

ACC 16 ACC 17

ACC 18

ACC 19

Detailed purpose and future plans of the acquisition. If the Acquirer Company is a listed company name of compliance officer, status of corporate governance/listing compliances. Details of any penal actions taken by SEBI, if any. Details for the sources of funds required for the acquisition along with the CA Certificate

ACC 20

ACC 21

ACC 22

UNDERTAKINGS/ CERTIFICATES/AGREEMENTS REQUIRED: FROM THE TARGET COMPANY: S.NO TC 1 PARTICULARS Undertaking from the target company that it is/ not SEBI registered intermediary.( Broker/SubBroker/RTA etc.) Undertaking from the target company that it has/ has not complied with listing compliances, SAST and other SEBI regulations. Undertaking from the target company that there is/no pending litigation towards the company. Undertaking from the target company that the company/ promoters/ major shareholders are not prohibited by SEBI to deal in securities. Undertaking from the company that it has complied with corporate governance as stipulated in STATUS OF RECEIPT REMARKS

TC 2

TC 3 TC 4

TC 5

TC 6

TC 7 TC 8

clause 49 of listing agreement. Undertaking from the company that none of its promoter/director/associate is/ is not, associated or engaged in securities business or registered with SEBI. Undertaking that the company has/has not issued any outstanding convertible instruments. Undertaking from the company there are/ that no partly paid up shares. Undertaking that the public shareholding will not be reduced to 25% or less of the total paid up capital of the company under regulation 21(3) of the SEBI(SAST) Regulations 1997. Undertaking that the target company is/is not engaged with securities related activities and that SEBI has not taken any action against the company.

TC 9

TC 10

UNDERTAKINGS/ CERTIFICATES/AGREEMENTS REQUIRED: WHEN ACQUIRER IS A COMPANY: S.NO PARTICULARS STATUS OF RECEIPT REMARKS

ACC 1

ACC 2

Undertaking from the acquirer company whether it is/not a SEBI registered intermediary. Undertaking from the acquirer company that the company has complied with all compliances under the listing agreement and all SEBI regulations. Undertaking from the acquirer company that there is/ not any pending litigation towards the company. Certificate from the company that none of its promoter/director/associate is/is not associated or engaged in securities business or registered with SEBI.

ACC 3

ACC 4

ACC 5

Undertaking for jointly accepting responsibility for information contained in public announcement, letter of offer, and any other related document. Undertaking from the company that it has full financial arrangement of funds to implement the offer. Chartere Certificate from the d Accountant that the of funds to financial acquir rs have arrangementimplem e full ent the offer. Undertaking that the acquirers have acquired /not acquired shares of the target company during last 12 months. Undertaking that the acquirers are not prohibited by SEBI to deal in securities Undertaking that the acquirers will not sell/ dispose off the assets within a specified period after the offer. Undertaking that the acquirers will not acquire any shares during the period from the date of Public Announcement to the closure of the offer. Undertaking that the Acquirers do not have any objection regarding inclusion of their names as Acquirer. Whether the Company is related with securities related activities and registered with SEBI Whether SEBI has taken any penal action against any Acquirer/ person acting in concert. Undertaking regarding compliance with the provision of chapter II of SEBI(SAST) Regulations, 1997. If shares are traded in stock exchange is less than 5% of total paid-up equity, certificate of Chartered Accountants regarding valuation of shares. Latest net worth certificate of all the acquirer(s) with details of their liquid assets from Chartered Accountants.

ACC 6

ACC 7

ACC 8

ACC 9 ACC 10 ACC 11

ACC 12

ACC 13

ACC 14

ACC 15

ACC 16

ACC 17

Alongwith the details of firm of the chartered accountant, membership number, COP. No., phone and fax no. & e-mail address. ACC 18 Whether the company has participated/not in the dealing of shares of the target company for a period of 26 weeks preceding the date of PA directly/indirectly, if yes, details of the same. Offer letter for the Appointment Manag of to the Offer ( Agreement er n Merchant Banker and betwee acquirer ) Undertaking that the public shareholding will not be reduced to 25% or less of the total paid up capital of the company under regulation 21(3) of the SEBI (SAST) Regulations, 1997. Undertaking that the Company will not exercise its voting rights on the shares acquired through SPA, upto the completion of Open Offer.

ACC 19

ACC 20

TC 11

UNDERTAKINGS/ CERTIFICATES/AGREEMENTS REQUIRED: WHEN ACQUIRER IS AN INDIVIDUAL: S.NO ACI 1 PARTICULARS Undertaking from the Acquirer that there is/ not any pending litigation towards him. Undertaking for jointly responsibility for information c public announcement, letter of ofother related document. accepting ontained in fer, and any STATUS OF RECEIPT REMARKS

ACI 2

ACI 3

ACI 4

Undertaking from the acquirer that he/she has full financial arrangement of funds to implement the offer including unsecured loan from associates. Certificate from the Chartered Accountant that the acquire rs have

full financia l arran gem e ACI 5

o men the impl t offer. e Undertaking that the acquirers have acquired /not acquired shares of the target company during last 12 months. Undertaking that the acquirers will not sell/ dispose off the assets within two years from the date of closure of public offer. Brief profile of the acquirer with details such as name, address, ph no., e-mail i.d., experience, qualification work profile of & the individual acquirer(s)As per Annexure - III Undertaking that the Acquirers will not acquire any shares during the period from the date of public announcement to the closure of the offer. Undertaking that the acquirers do not have any objection regarding inclusion of their names as acquirer. Whether SEBI has taken any action against any Acquirer/ person acting in concert.

nt of funds t

ACI 6

ACI 7

ACI 8

ACI 9

ACI 10

ACI 11

ACI 12

ACI 13

ACI 14

Latest net worth certificate of all the acquirer(s) with details of their liquid assets from Chartered Accountants. Alongwith the details of firm of the chartered accountant, membership number, COP No., phone and fax no. & e-mail address. Whether the acquirer has participated/not in the dealing of shares of the target company for a period of 26 weeks preceding the date of PA, directly/indirectly. Offer letter for the Appointment of Manager to the Offer ( Agreement between Merchant Banker & Acquirer ) Undertaking that the public shareholding will not be reduced to

25% or less of the total paid up capital of the company under regulation 21(3) of the SEBI ( SAST) Regulations, 1997. ACI 15 Letter from the Acquirer when he is a SEBI registered intermediary/broker (A) He has not defaulted in the observance of any SEBI rules, regulations & acts; (B) That no penalty has been imposed on him by SEBI; (C) That his registration is valid Undertaking from the acquirer company whether it is/not a SEBI registered intermediary. Certificate from the Acquirer that he/she is/is not associated or engaged in securities business or registered with SEBI. Undertaking regarding compliance with the provision of chapter ii of SEBI ( SAST) Regulations, 1997. Undertaking from the acquirer stating he has not been prohibited by the SEBI to deal in securities business.

ACI 16

ACI 17

ACI 18

ACI 19

UNDERTAKINGS/ CERTIFICATES/AGREEMENTS REQUIRED: FROM SELLERS AS A COMPANY: S.NO S1 PARTICULARS Undertaking that they have compliances of chapter-II of Regulations, 1997 & for any acttaken against them by SEBI. complie d SEBI ( SAST) ion taken/ all no t STATUS OF RECEIPT REMARKS

S2

Certificate from the company that none of its promoter/director/associate is associated or engaged in securities business or registered with SEBI. Undertaking that the seller is not prohibited by SEBI to deal in securities.

S3

S4

S5

Details of seller including name, address & telephone no., number & (%) of shares held as on the date of spa, number & % of shares being sold through SPA. As per Annexure IV Details of seller including name, fathers name, address, ph. No., listed cos. Promoted by the Seller, Details of Directorships in other Cos, & SEBIs action taken, if any As per Annexure -V

FROM SELLERS- INDIVIDUAL : S.NO SI 1 PARTICULARS Details of seller including name, address & telephone no., number & (%) of shares held as on the date of spa, number & % of shares being sold through SPA.-As per Annexure -V Details of seller including name, fathers name, address, ph. No., listed cos. Promoted by the seller, details of Directorships in other Cos, & SEBIs action taken, if anyAs per Annexure - V Undertakin that the seller is not g prohibited by SEBI to deal in securities. STATUS OF RECEIPT REMARKS

SI 2

SI 3

COMPLIANCES: S.NO C1 PARTICULARS Copy of disclosure under regulation 3(1) (A) acquisition through public issue. STATUS OF RECEIPT REMARKS

C2 C3

C4 C5

C6

C7 C8 C9 C 10

C 11 C 12 C 13 C 14 C 15 C 16 C 17

Copy of disclosure under regulation 3(1) (B) acquisition through right issue. Copy of disclosure under regulation 3(1)(C) -acquisition through preferential allotment sec 81(1a)- taken place before 08/09/2002. Copy of disclosure under regulation 3(1)(E) -acquisition through inter se transfer. Copy of disclosure under regulation 3(1)(i) acquisition from state level financial institutions or its subsidiaries. Copy of disclosure by any person in terms of regulation -6(1) & by promoter or any other person having control over company- 6(3) Copy of disclosure by the company in terms of regulation 6(2) & 6(4) Copy of disclosure in terms of regulation 7(1), 7(1a) & 7(3) Copy of disclosure in terms of regulation 8(1), 8(2)& 8(3) As per Annexure - VIII Register to be maintained by listed companies under regulation 8(4)- with reference to point c 8 & c 9. Copy of form-a under regulation 13(1) of insider trading. Copy of form-b under regulation 13(2) of insider trading. Copy of form-c under regulation 13(3) of insider trading. Copy of form-D under Regulation 13(4) of insider trading. Secretarial audit report since filed. Compliance certificate under clause 49 since filed. Disclosures of shares acquired through Share Purchase Agreement, under Regulation 7.

FORMATS AS STATED IN ABOVE LIST

ANNEXURE I 6.5 The Capital build up of the Target since its inception is as follows :

Paid up Equity Capital

No. of Shares/ Voting rights

% of shares/voting rights

Fully paid equity capital Partly paid up equity capital Total paid up capital Total voting rights 100 %

ANNEXURE - II Details of Present Board of Directors of the Target Company : Sr.no. Name, fathers name, address Date of appointme nt Designati on Qualificatio n, experience (in which field & period), business Other directorships

ANNEXURE - III

Brief Profile of the Acquirer :

Sr.n o 1 2 3 4 5 6 Particulars Name : Fathers Name : Date of Birth : Addres : s Qualification : Brief description of the business, Work Profile & Experience : Website : E-mail ID Phone no. : Fax no. : Directorship in any Listed Company : Shareholding in any Listed Company : Directorship in any Other Company : Shareholding in any Other Company : Remarks

7 8 9 10 11 12 13 14

15 16 17

18 19 20 21

22

Details of interest in any Firm : (Partnership/ Proprietorship ) Shareholding in Target Company : Details of Shares acquired in the Target Company during last 12 months : Relationship with Other Acquirers Relationship with the Target Company, if any : Details of any Company promoted by the Acquirers : Copy of the audited Balance Sheet of last 3 years for the respective Firms/ Company. Detail purpose & future plans of the acquisition

Name & Nature of Business of the Firm

Signature of the Acquirer : .. Place : Date : ANNEXURE - IV Details of the Sellers being the shareholder & promoter of the Target Company:
Name of the Sellers Address & Phone. No. of Sellers Number & (%) of shares held as on the date of SPA Number & % of shares being sold through SPA to Acquirer Balance Number & (%) of Shares with Sellers.

ANNEXURE V

DETAILS OF SELLERS
PARTICULARS DETAILS

Name Of The Seller Regd Address Telephone No. List Of Directors Of The Seller Company Listed Company(S) Promoted By The Seller, If Any Action Taken By Sebi Against The Seller, If Any

Signature : Date: Place:

ANNEXURE - VI The Capital build up of the Target since its inception is as follows :
Date Allotme nt o f No.o f Shar es Issue d %of Shares issued to Cumulat iv e Capital Subscript io n to Memoran d um Further Allotment Public Issue Total Cumulati ve paid up Capital Mode of allotme nt Identity of allottees (Promote res/ ex. Promoter s or Others) StatusCompli ance o f

ANNEXURE VII The shareholding pattern of the target company as on the date of PA is as under: Shareholder Category Promoters group No. of Shares Held Percentage

i) Parties to the agreement (Sellers) ii) Promoters other than above Non Promoter FII/ Mutual Funds/Banks/FI NRI Body Corporate Public Total Paid up Capital ANNEXURE VIII By the Promoters/Sellers/Major shareholders of the target Company Sr.No. Regulations/ SubRegulations Due Date Actual Date for of Compliances Compliance as mentioned in the regulation Delay, if any ( in no. days) Remarks

1 2 3 4

6(1) 6(3) 8(1) 8(2)

By the Target Company ( to be given separately for each Stock Exchange )

Sr.No.

Regulations/ SubRegulations

Due Date Actual Date for of Compliances Compliance as mentioned in the regulation

Delay, if any ( in no. days)

Remarks

1 2 3 4

6(2) 6(4) 8(3) 8(3)