FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT (“ACCEPTANCE FORM”)

Board Resolution format for acceptance-cum-acknowledgement form

Name: _________

Contact No.: ____________

Email ID: ________________

Date of Acceptance: Please insert date (Date should be date of sending acceptance form)

To,

Board of Directors

<> Private Limited

<address>

Dear Sir,

Sub: Letter of Offer dated ___, 2018 in relation to the buyback of up to _____ (_____________) Equity Shares of ________________________ PRIVATE LIMITED (“Company”) at a price of INR _____/- (Indian Rupees __________ Only) per Equity Share (“Offer Price”) payable in cash (“Buyback”)

I (having read and understood the Letter of Offer dated ______, 2018 hereby offer my Equity Shares in response to the Buyback on the terms and conditions set out below and in the Letter of Offer.

*Strike off which is not applicable.

Applicable only if offer accepted

1. I having read and understood the Letter of Offer dated _____, 2018 hereby tender my Equity Shares in response to the Buyback in accordance with the terms and conditions set out below and in the Letter of Offer.
2. I hereby affirm that the Equity Shares comprised in this tender are offered for the buy back by me / us free from all liens, equitable interests, charges and encumbrances.
3. I declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender / offer Equity Shares for the Buyback and that I / we am / are legally entitled to tender / offer for the Buyback.
4. I agree that the Company is not obliged to accept any Equity Shares tendered / offered for Buyback where loss of Equity Share certificates has been notified to the Company.
5. I agree that the Company will pay the Buyback Offer Price only after due verification of the validity of the documents.
6. I undertake to return to the Company any consideration in respect of the Buyback that may be wrongfully received by me / us.
7. I undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act and the Buyback Regulations.
8. I authorize the Company to split the Equity Share certificate(s) and issue a new consolidated Equity Share certificate(s) for the unaccepted Equity Shares in case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buyback.
9. Details of Equity Shares held and tendered / offered for Buy-back:

**to be filled by the Company

Note:

Eligible Shareholders also have the option of tendering Additional Equity Shares (over and above their Buyback Entitlement) and participate in the shortfall created due to non-participation of some other Eligible Shareholders, if any.

11. Details of Equity Share Certificate(s) enclosed: Total No. of Equity Share Certificates Submitted:

12. Eligible Shareholders Details

13. Details of Bank Account of the Equity Shareholder.

To be signed by Mr.____

___________________________

Signature

Instructions:

This Offer will open on July 20, 2018 and close on August 8, 2018.

This Acceptance Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Acceptance Form;

1. Eligible Shareholders who wish to tender their Equity Shares in response to this Buyback Offer should submit the following documents addressed to Mr. Sunder Ram Nookala, Director of the Company at the registered office 401, 4th Floor, Wing B, Pinak Galaxy Kapurbawadi Junction, Majiwada, Thane (West) Thane – 400607;

2. Non-submission of the below mentioned documents shall result in the rejection of the tendered Equity Shares:

1. The Acceptance Form duly signed (by all Equity Shareholders in case shares are in joint names) in the same order in which they hold the shares;
2. Original share certificates;
3. Valid share transfer form(s) (SH-4) duly filled and signed by the transferors (i.e. by all registered Shareholders in same order and as per the specimen signatures registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favor of the Company;
4. Self-attested copy of the Shareholder’s Identity Proof;
5. Any other relevant documents such as (but not limited to):

• Duly attested Power of Attorney if any person other than the Equity Shareholder has signed the relevant Acceptance Form;
• Notarized copy of death certificate and succession certificate or probated/ will, as applicable, if the original Shareholder has deceased;
• Necessary corporate authorizations, such as board resolutions etc., in case of companies;

In addition to the above, if the address of the Shareholder has undergone a change from the address registered in the Register of Members of the Company, the Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: valid Aadhaar Card, Voter Identity Card, Passport, Utility Bill etc.

3. Eligible Shareholders to whom the Buyback Offer is made are free to tender Equity Shares to the extent of their entitlement in whole or in part or in excess of their entitlement, but not exceeding the number of Equity Shares held by them as on Record Date;

4. All documents / remittances sent by or to Eligible Shareholders will be at their own risk and the Eligible Shareholders are advised to adequately safeguard their interests in this regard;

5. Eligible Shareholders to whom the Offer is made are free to tender shares to the extent of their entitlement in whole or in part or in excess of their entitlement;

6. All documents as mentioned above shall be enclosed with the valid Acceptance Form otherwise the shares will be liable for rejection.

7. By agreeing to participate in the Buyback the NR and NRI shareholders give the Company, the authority to make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.