Securities and Exchange Board of India Plot No. C4-A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai

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1 Securities and Exchange Board of India Plot No. C4-A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai PUBLIC NOTICE FOR EMPANELMENT OF CHARTERED ACCOUNTANT FIRMS SEBI invites applications, from eligible Chartered Accountant firms, in a sealed envelope for empanelment of Chartered Accountants ("CAs"), to take up work relating to valuation of shares in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") and valuation of assets in relation to schemes of arrangement undertaken under the provisions of the Companies Act, In terms of regulation 8(16) of the Takeover Regulations, SEBI may require valuation of the shares by an Independent Merchant Banker other than the manager to the open offer or an Independent Chartered Accountant in practice having a minimum experience of ten years, for the purpose of ascertaining the offer price under regulations 8(2)(e) and 8(4) of the Takeover Regulations. Further, SEBI, in terms of paragraph 5.9 of the circular dated February 04, 2013, while processing the draft schemes of arrangement filed with it, interalia, may seek an opinion from an Independent Chartered Accountant. In this context, it has been decided by SEBI to empanel CAs who may be entrusted with undertaking valuation work as described above, as and when a need is felt to obtain an independent feedback on the takeover or scheme related case at hand. Upon entrustment of any particular work, the CA firm will be obliged to disclose any conflict of interest it or any of its partners may have, if they were to undertake the specific assignment and remit it back to SEBI. The CA firms shall be compensated by the subject company and SEBI shall not make any payment to the empanelled CA firm which is assigned a case. The applicable fee structure for this purpose is as under: S. N. Category Gross assets as per last audited financial statement of the company (in INR crore) Fees (in INR) 01 A ,00, B 101-5,000 1,00, % for the portion of 1

2 consideration amount in excess of 100 crores 03 C 5,001-25,000 10,80, % for the portion of consideration amount in excess of 5000 crores 04 D 25,001 and above Flat fees of 25,00,000 In this connection, CA firms fulfilling the following criteria may apply: 1. CA firm should be empanelled with RBI. 2. CA firm should have a minimum experience of 10 years. 3. CA firm should have handled valuation related assignments pertaining to following areas in the last 5 years: i. Determining the consideration for acquisition / sale of business or for purchase / sale of equity stake; ii. Determining the swap ratio for merger / demerger, etc. 4. The firm should have a minimum of 4 full time partners. 5. At least 2 of the partners in the firm should be FCA. 6. No disciplinary action / proceedings should have been initiated against the firm / its partners by ICAI / any regulatory agency / court. 7. The CA firm should be agreeable to the aforesaid fee structure. The period of 10 and 5 years of experience referred above shall be considered till December 01, Application forms can be downloaded from The application in prescribed format, complete in all respects, along with all supporting documents as stated in the application format, must reach the Deputy General Manager, Corporation Finance Department, SEBI at the address mentioned in the application form within 15 days from the date of issue of this advertisement in the newspapers. 2

3 SEBI reserves the right to seek details of any of the assignments completed by the intended applicants in future as it deems fit. The scope of work for the CA firm is as defined above. The firms which are agreeable to the criteria mentioned at Sl. No. 1 to 7 as mentioned above may apply for empanelment. The selected CA firms shall be intimated through along with the terms and conditions of empanelment The decision of empanelment of the CA firms shall be taken by SEBI based on a comparative assessment of applications received and shall be binding on all concerned. SEBI reserves the right to accept or reject any or all the applications without assigning any reason thereof. For any query in this regard, please contact: Shri Anjan Patel, Assistant General Manager, SEBI (Phone No ), or Shri Suchit Gala, Assistant Manager, SEBI (Phone No ). 3

4 Application for Empanelment of Chartered Accountant firms Name of the applicant Last date for submission: The application form duly filled in shall be submitted in a sealed envelope superscribing Application for Empanelment of CA firms for valuation addressed to: The Deputy General Manager Corporation Finance Department - Policy Cell Securities and Exchange Board of India SEBI Bhavan, Plot No. C-4A G Block, Bandra Kurla Complex Bandra (East) Mumbai I/We have read and understood the instructions and the terms and conditions contained in the application form. I/We do hereby declare that the information furnished in the application and in the supplementary sheets from pages to is correct to the best of my/our knowledge and belief. The undersigned is fully authorized to sign and submit this application form on behalf of the organization, he / she represents. We authorize SEBI to approach individuals, employers, firms and corporations to verify our competence and general reputation. Signature Name Designation Address Place Date Seal of the applicant. 4

5 Part II - Information to be furnished by the applicant For Empanelment of CA firms I Name and registered office address. II III Year of establishment of the firm and the registered office Addresses of offices elsewhere IV Registration No. of the firm (assigned by ICAI) V Whether partnership / LLP with full Attach a separate sheet, if required. particulars of partners including their names, professional qualifications, age, experience, details of full time partners, details of partners with FCA etc. VI Names, qualification and Details to be furnished in the VII experience of all prescribed proforma (Statement I) Professional staff Years of experience in practice VIII Details of valuation related assignments undertaken by the firm, especially in the last 10 years, along with particulars such as brief description of work, details of clients, date of assignments, etc. 5

6 IX Details of empanelment in any other PSUs, PSU banks, Government Bodies, Statutory Bodies like RBI, etc. Please attach the photo copy of the letter of empanelment issued by the organizations X Details of empanelment with RBI XI Details of disciplinary proceedings initiated / taken, if any against the firm / its partners by ICAI / any regulatory agency / Courts Signature of the applicant with Full address & Office Seal 6

7 Statement I List of professional staff* giving their professional qualifications, experience including that in the present organization Sr. Name Age Present Qualifications Experience Name of the Date Indicate No. Designation major From Special projects experience, if handled in Which any respect of Employed valuation In the Present Organization (1) (2) (3) (4) (5) (6) (7) (8) (9) (*Professional staff would include a fulltime staff employed with the firm and having a minimum educational qualification of a bachelor s degree in the field of commerce or a minimum experience of 5 years in the field of accounting, taxation or auditing.) Signature of the Applicant Mention other points, if any, to show technical and managerial competency to indicate any important point in your favour. 7

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