[See sections
44(2)(a) and 56]
Matters to be specified
in prospectus and reports to be set out therein
I. General information :
(a) Name and address
of registered office of the company.
(b) (i) Consent of the
Central Government for the present issue and declaration of the
Central Government about non-responsibility for
financial soundness or correctness of statements.
(ii) Letter of intent / industrial licence and declaration of the Central
Government about non-responsibility for financial soundness or correctness of
statements.
(c) Names of regional
stock exchange and other stock exchanges where application made for listing of
present issue.
(d) Provisions of
sub-section (1) of section 68A of the Companies Act, relating to punishment for
fictitious applications.
(e)
Statement/declaration about refund of the issue if minimum subscription of 90%
is not received within 90 days from closure of the issue.
(f) Declaration
about the issue of allotment letters/refunds within a period of 10 weeks and
interest in case of any delay in refund at the prescribed rate under section
73(2)/(2A).
(g) Date of opening of
the issue.
Date of closing of the issue.
Date of earliest closing of the issue.
(h) Name and
address of auditors and lead managers.
(i) Name and
address of trustee under debenture trust deed (in case of debenture
issue).
(j) Whether rating
from CRISIL or any rating agency has been obtained for the proposed debenture/
preference shares issue.
If no rating has been obtained, this should be answered as " No
".
If " Yes " the rating should be indicated.
(k) Underwriting of
the issue.
(Names and addresses of the underwriters
and the amount underwritten by them.)
(Declaration by board of directors that
the underwriters have sufficient resources to discharge their respective
obligations.)
(l) a statement by the
board of directors stating that -
(i) all monies received out of issue of shares or debentures to public shall be
transferred to a separate bank account other than the bank account referred to
in sub-section (3) of section 73;
(ii) details of all monies utilised out of issue referred to in sub-item(1)
shall be disclosed under an appropriate separate head in the Balance Sheet of
the company indicating the purpose for which such monies had been utilised;
and
(iii) details of all unutilised monies out of issue of shares or debentures, if
any, referred to in sub-item (i) shall be disclosed under an appropriate
separate head in the Balance sheet of the company indicating the form in which
such unutilised monies have been invested.
II. Capital structure of the
company
(a) Authorised,
issued, subscribed and paid-up capital.
(b) Size of present
issue giving separately reservation for preferential allotment to promoters and
others.
(c) Paid-up
capital
(i) after the present issue
(ii) after conversion of debentures (if applicable)
III. Terms of the present
issue
(a) Terms of
payments.
(b) Rights of the
instrument holders.
(c) How to apply -
availability of forms, prospectus and mode of
payment.
(d) Any special tax
benefits for company and its shareholders.
IV. Particulars of the
issue
(a)
Objects.
(b) Project
cost.
(c) Means of financing
(including contribution of promoters).
V. Company, management and
project
(a) History and main
objects and present business of the company.
(b) Subsidiary(ies) of
the company, if any.
(For financial data, refer to auditor's report in Part
II).
(c) Promoters and
their background.
(d) Names, addresses
and occupation of manager, managing director and other directors including
nominee-directors, whole-time directors (giving their directorships in other
companies).
(e) Location of
project.
(f) Plant and
machinery, technology, process, etc.
(g) Collaboration, any
performance guarantee or assistance in marketing by the
collaborators.
(h) Infrastructure
facilities for raw materials and utilities like water, electricity,
etc
(i) Schedule of
implementation of the project and progress made so far, giving details of
land acquisition, civil works, installation of plant and
machinery, trial production, date of commercial production,
etc.
(j) The products
:
(i) Nature of the product(s) -
consumer/industrial and end-users.
(ii) Approach to marketing and proposed marketing set
up.
(iii) Export possibilities and export
obligations, if any (in case of a company providing any " service " particulars,
as applicable, be furnished).
(k) Future prospects -
expected capacity utilisation during the first three years from the date of
commencement of production, and the expected year when the company would be able
to earn cash profits and net profits.
Stock market data for shares/debentures
of the company (high/low price) in each of the last three years and monthly
high/low during the last six months (where
applicable).
VI. Following particulars in regard to
the company and other listed companies under the same management within the
meaning of section 370(1B), which made any capital issue during the last three
years :
|
Name of the
company. |
|
Year of
issue. |
|
Type of issue
(Public/rights/composite). |
|
Amount of
issue. |
|
Date of closure of
issue. |
|
Date of completion of delivery of
share/debenture certificates. |
|
Date of completion of the project,
where object of the issue was financing of a
project. |
|
Rate of dividend
paid. |
VII. (a) Outstanding litigation pertaining to
-
(i) matters likely to affect operation and finances of the company including
disputed tax liabilities of any nature ; and
(ii) criminal prosecution launched against the company and the directors for
alleged offences under the enactments specified in paragraph 1 of Part I of
Schedule XIII to the Companies Act, 1956.
(b) Particulars
of default, if any, in meeting statutory dues, institutional dues, and towards
instrument holders like debentures, fixed deposits, and arrears on cumulative
preference shares, etc. (also give the same particulars about the companies
promoted by the same private promoters and listed on stock
exchanges).
(c) Any material
development after the date of the latest balance sheet and its impact on
performance and prospects of the company.
VIII. Management perception of risk
factors (e.g., sensitivity to foreign exchange rate fluctuations, difficulty in
availability of raw materials or in marketing of products, cost/time overrun,
etc.).
A. General
information
1. Consent of
directors, auditors, solicitors/advocates, managers to the issue, Registrar of
issue, bankers to the company, bankers to the issue and
experts.
2. Expert opinion obtained, if
any.
3. Change, if any, in directors and
auditors during the last three years, and reasons thereof.
4.
Authority for the issue and details of resolution passed for the
issue.
5.
Procedure and time schedule for allotment and issue of
certificates.
6. Names
and addresses of the company secretary, legal adviser, lead managers,
co-managers, auditors, bankers to the company, bankers to the issue and brokers
to the issue.
B. Financial
information
Reports to be set
out
1. A report by the auditors of the company
with respect to -
(a) profits and losses and assets and liabilities, in accordance with sub-clause
(2) or (3) of this clause, as the case may require ;
and
(b) the rates of the dividends, if any, paid by the company in respect of each
class of shares in the company for each of the five financial years immediately
preceding the issue of the prospectus, giving particulars of each class of
shares on which such dividends have been paid and particulars of the cases in
which no dividends have been paid in respect of any class of shares for any of
those years,
and, if no accounts have been made up in respect of any part of the period of
five years ending on a date of three months before the issue of the prospectus,
containing a statement of that fact (and accompanied by a statement of the
accounts of the company in respect of that part of the said period up to a date
not earlier than six months of the date of issue of prospectus indicating the
profit or loss for that period and the assets and liabilities position as at the
end of that period together with a certificate from the auditors that such
accounts have been examined and found correct by them. The said statement may
indicate the nature of provision or adjustments made or are yet to be
made).
2. If the company has no subsidiaries, the
report shall -
(a) so far as regards profits and losses, deal with the profits or losses of the
company (distinguishing items of a non-recurring nature) for each of the five
financial years immediately preceding the issue of the prospectus ;
and
(b) so far as regards assets and liabilities, deal with the assets and
liabilities of the company at the last date to which the accounts of the company
were made up.
3. If the company has subsidiaries the
report shall -
(a) so far as regards profits and losses, deal separately with the company's
profits or losses as provided by sub-clause (2) and in addition deal
either-
(i)
as a whole with the combined profits or losses of its subsidiaries so far as
they concern members of the company ; or
(ii) individually with the profits
or losses of each subsidiary, so far as they concern members of the company
;
or, instead of dealing separately with
the company's profits or losses deal as a whole with the profits or losses of
the company, and, so far as they concern members of the company, with the
combined profits or losses of its subsidiaries ; and
(b)
so far as regards assets and liabilities, deal separately with the company's
assets and liabilities as provided by sub-clause (2) and in addition, deal
either :-
(i) as a whole with the combined assets and liabilities of its subsidiaries,
with or without the company's assets and liabilities,
or
(ii) individually with the assets and liabilities of each subsidiary ; and shall
indicate as respects the assets and liabilities of the subsidiaries, the
allowance to be made for persons other than members of the
company.
4. If the
proceeds, or any part of the proceeds, of the issue of the shares or debentures
are or is to be applied directly or indirectly -
(i) in the purchase of any business ; or
(ii) in the purchase of an interest in any business and by reason of that
purchase, or anything to be done in consequence thereof, or in connection
therewith ; the company will become entitled to an interest as respects either
the capital or profits and losses or both, in such business exceeding fifty per
cent, thereof;
a report made by accountants (who
shall be named in the prospectus) upon -
(a) the profits or losses of the business for each of the five financial years
immediately preceding the issue of the prospectus ;
and
(b) the assets and liabilities of the business at the last date to which the
accounts of the business were made up, being a date not more than one hundred
and twenty days before the date of the issue of the
prospectus.
5. (i) If
-
(a)
the proceeds, or any part of the proceeds, of the issue of the shares or
debentures are or is to be applied directly or indirectly in any manner
resulting in the acquisition by the company of shares in any other body
corporate ; and
(b)
by reason of that acquisition or anything to be done in consequence thereof or
in connection therewith, that body corporate will become a subsidiary of the
company ;
a report made by accountants (who
shall be named in the prospectus) upon -
(i) the profits or losses of the other body corporate for each of the five
financial years immediately preceding the issue of the prospectus ;
and
(ii) the assets and liabilities of the other body corporate at the last date to
which its accounts were made up.
(ii) The said report
shall -
(a) indicate how the profits or losses of the other body corporate dealt with by
the report would, in respect of the shares to be acquired, have concerned
members of the company and what allowance would have fallen to be made, in
relation to assets and liabilities so dealt with for holders of other shares, if
the company had at all material times held the shares to be acquired ;
and
(b) where the other body corporate as subsidiaries deal with the profits or
losses and the assets and liabilities of the body corporate and its subsidiaries
in the manner provided by sub-clause (2) above in relation to the company and
its subsidiaries.
6. Principal
terms of loan and assets charged as security.
C. Statutory and other
information
1. Minimum
subscription
2. Expenses of the issue
giving separately fee payable to :
(a)
Advisers.
(b) Registrars to the
issue.
(c) Managers to the
issue.
(d) Trustees for the
debenture-holders.
3. Underwriting commission and
brokerage
4. Previous issue for
cash
5. Previous public or rights issue, if any
: (during last five years)
|
(a) |
Date of allotment
: |
Closing
date |
|
|
Date of refunds
: |
|
|
|
Date of listing on the stock
exchange : |
|
|
(b) |
If the issue(s) at premium or
discount and the amount
thereof. | |
(c) The amount paid or payable by
way of premium, if any, on each share which had been issued within the two years
preceding the date of the prospectus or is to be issued, stating the dates or
proposed dates of issue and, where some shares have been or are to be issued at
a premium and other shares of the same class at a lower premium, or at par or at
a discount, the reasons for the differentiation and how many premiums received
have been or are to be disposed.
6. Commission or brokerage on previous
issue.
7. Issue of shares otherwise than for
cash.
8. Debentures and redeemable preference
shares and other instruments issued by the company outstanding as on the date of
prospectus and terms of issue.
9. Option to
subscribe.
9A. The details of opinion to subscribe for
securities to be dealt with in a depository.
10. Purchase of property
:-
(i) As respects any
property to which this clause applies -
(a) the names, addresses, descriptions and occupations of the vendors
;
(b) the amount paid or payable in cash, shares or debentures to the vendor and,
where there is more than one separate vendor, or the company is a sub-purchaser,
the amount so paid or payable to each vendor, specifying separately the amount,
if any, paid or payable for goodwill ;
(c) the nature of the title or interest in such property acquired or to be
acquired by the company ;
(d) short particulars of every transaction relating to the property completed
within the two preceding years, in which any vendor of the property to the
company or any person who is, or was at the time of the transaction, a promoter,
or a director or proposed director of the company had any interest, direct or
indirect, specifying the date of the transaction and the name of such promoter,
director or proposed director and stating the amount payable by or to such
vendor, promoter, director or proposed director in respect of the
transaction.
(ii) The property to
which sub-clause (i) applies is a property purchased or acquired by the company
or proposed to be purchased or acquired, which is to be paid for wholly or
partly out of the proceeds of the issue offered for subscription by the
prospectus or the purchase or acquisition of which has not been completed at the
date of issue of the prospectus, other than property
-
(a) the contract for the purchase or acquisition whereof was entered into in the
ordinary course of the company's business, the contract not being made in
contemplation of the issue nor the issue in consequence of the contract ;
or
(b) as respects which the amount of the purchase money is not
material.
(iii) For the purpose
of this clause, where a vendor is a firm, the members of the firm shall not be
treated as separate vendors.
(iv) If the company
proposes to acquire a business which has been carried on for less than three
years, the length of time during which the business has been carried
on.
11. (i) Details of directors, proposed
directors, whole-time directors, their remuneration, appointment and
remuneration of managing directors, interest of directors, their borrowing
powers and qualification shares.
Any amount or benefit paid or given
within the two preceding years or intended to be paid or given to any promoter
or officer and consideration for payment of giving of the
benefit.
(ii) The dates,
parties to, and general nature of -
(a) every contract appointing or fixing the remuneration of a managing director
or manager whenever entered into, that is to say, whether within or more than,
two years before the date of the prospectus ;
(b) every other material contract, not being a contract entered into in the
ordinary course of the business carried on or intended to be carried on by the
company or a contract entered into more than two years before the date of the
prospectus.
A reasonable time and place at which any
such contract or a copy thereof may be inspected.
(iii) Full particulars
of the nature and extent of the interest, if any, of every director or
promoter
(a) in the promotion of the company ; or
(b) in any property acquired by the company within two years of the date of the
prospectus or proposed to be acquired by it.
Where the interest of such a director or
promoter consists in being a member of a firm or company, the nature and extent
of the interest of the firm or company, with a statement of all sums paid or
agreed to be paid to him or to the firm or company in cash or shares or
otherwise by any person either to induce him to become, or to qualify him as, a
director, or otherwise for services rendered by him or by the firm or company,
in connection with the promotion or formation of the
company.
12. Rights of members regarding voting,
dividend, lien on shares and the process for modification of such rights and
forfeiture of shares.
13. Restrictions, if any, on transfer and
transmission of shares/debentures and on their
consolidation/splitting.
14. Revaluation of assets, if any (during
last five years).
15. Material contracts and inspection of
documents, e.g.
|
|
A. Material
contracts. |
|
|
B.
Documents. |
|
|
C. Time and place at which the
contracts together with documents will be available for inspection from
the date of prospectus until the date of closing of the subscription
list. |
Provisions applying to Parts I and II of
the Schedule
16. Every person shall, for the purpose of
this Schedule, be deemed to be a vendor who has entered into any contract,
absolute or conditional, for the sale or purchase or for any option of purchase,
of any property to be acquired by the company, in any case
where-
(a) the purchase money is not fully paid at the date of the issue of the
prospectus ;
(b) the purchase money is to be paid or satisfied, wholly or in part, out of the
proceeds of the issue offered for subscription by the prospectus
;
(c) the contract depends for its validity or fulfillment on the result of that
issue.
17. Where any
property to be acquired by the company is to be taken on lease, this Schedule
have effect as if the expression " vendor " included the lessor, the expression
" purchase money " included the consideration for the lease, and the expression
" sub-purchaser " included a sub-lessee.
18. If in the
case of a company which has been carrying on business, or of a business which
has been carried on for less than five financial years, the accounts of the
company or business have only been made up in respect of four such years, three
such years, two such years or one such year, Part II of this Schedule shall have
effect as if references to four financial years, three financial years, two
financial years or one financial year, as the case may be, were substituted for
references to five financial years.
19. Where the
five financial years immediately preceding the issue of prospectus which are
referred to in Part II of this Schedule or in this part cover a period of less
than five years, references to the said five financial years in either Part
shall have effect as if references to a number of financial years the aggregate
period covered by which is not less than five years immediately preceding the
issue of the prospectus were substituted for references to the five financial
years aforesaid.
20. Any report
required by Part II of this Schedule shall either -
(a) indicate by way of note any adjustments as respects the figures of any
profits or losses or assets and liabilities dealt with by the report which
appear to the persons making the report necessary ;
or
(b) make those adjustments and indicate that adjustments have been
made.
21. Any report
by accountants required by Part II of this Schedule
-
(a) shall be made by accountants qualified under this Act for appointment as
auditors of the company; and
(b) shall not be made by any accountant who is an officer or servant, or a
partner or in the employment of an officer or servant, of the company or of the
company's subsidiary or holding company or of a subsidiary of the company's
holding company.
For the purposes of this clause, the
expression " officer " shall include a proposed director but not an
auditor.
22. Inspection
of documents:
Reasonable time and place at which copies of all balance sheets and profit and
loss accounts, if any, on which the report of the auditors is based, and
material contracts and other documents may be
inspected.
Note : Term " year "
wherever used herein earlier, means financial year.
Declaration : That all
the relevant provisions of the Companies Act, 1956, and the guidelines issued by
the Government have been complied with and no statement made in prospectus is
contrary to the provisions of Companies Act, 1956, and rules
thereunder.
|
Place
: |
Signatures of
Directors |
|
Date |
|
(See section
70)
Form
of Statement in lieu of Prospectus to be delivered to Registrar by a company
which does not issue a Prospectus or which does not go to allotment on a
Prospectus issued, and reports to be set out therein
Form of Statement
and particulars to be contained therein
The Companies Act,
1956
Statement in lieu of
prospectus delivered for registration by
.......................................
[Insert the name of
the company]
Pursuant to section 70
of the Companies Act, 1956
|
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Delivered for registration by
.............................. |
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| |
|
The nominal share capital of
the |
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| ||
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company........................... |
Rs. |
| ||
|
Divided
into...................... |
Shares of
Rs. |
each. | ||
|
|
"
" |
" | ||
|
|
"
" |
" | ||
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Amount (if any) of above capital
which consists of..................... shares of Rs. .....................
each. | ||||
|
redeemable preference
shares. |
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| ||
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The earliest date on which the
company has |
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power to redeem these
shares. |
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Names, addresses, descriptions and
occupations of - |
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| ||
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(a) directors or proposed directors
; |
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| |
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(b) managing director or proposed
managing director ; |
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| |
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(c) redundant after abolition of
the system of managing agent, secretaries and treasurers by Act 17 of
1969, w.e.f. 3-4-1970. |
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| |
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(d) redundant after abolition of
the system of managing agent, secretaries and treasurers by Act 17 of
1969, w.e.f. 3-4-1970. |
|
| |
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(e) manager or proposed
manager. |
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| |
|
Any provision in the articles of
the company, or in any contract irrespective of the time when it was
entered into, as to the appointment of and remuneration payable to
the persons referred to in (a), (b) and (e)
above. |
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| ||
|
If the share capital of the company
is divided into different classes of shares, the right of voting at
meetings of the company conferred by, and the rights in respect of capital
and dividends attached to, the several classes of shares
respectively. |
|
| ||
|
Number and amount of shares and
debentures agreed to be issued as fully or partly paid up
otherwise than in cash. |
1. |
......... shares of Rs...... fully
paid. | ||
|
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2. |
........... shares upon which
Rs...... per share credited as
paid. | ||
|
|
3. |
.......
debentures. | ||
|
The consideration for the intended
issue of those shares and debentures. |
4. |
Consideration
: | ||
|
Number, description and amount of
any shares or debentures which any person has or is entitled
to be given an option to subscribe for, or to acquire from, a
person to whom they have been allotted or agreed to be allotted with a
view to his offering them for sale. |
1. |
........ Shares of Rs. .........
and debentures of Rs. ....... | ||
|
Period during which the option is
exercisable |
2. |
Until | ||
|
Price to be paid for shares or
debentures subscribed for or acquired under the
option. |
3. |
| ||
|
Consideration for the option or the
right to option |
4. |
Consideration
: | ||
|
Persons to whom the option or the
right to option was given or, if given to existing shareholders or
debenture holders as such, the relevant shares or
debentures. |
5. |
Names and addresses
- | ||
|
Names, occupations and addresses of
vendors of property purchased or acquired, or proposed to be purchased or
acquired by the company except where the contract for its purchase or
acquisition was entered into in the ordinary course of the business
intended to be carried on by the company or the amount of the
purchase money is not material. |
|
| ||
|
Amount (in cash, shares or
debentures) payable to each separate
vendor. |
|
Total purchase price Rs.
......... | ||
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Amount (if any) paid or payable (in
cash, shares or debentures) for each such property, specifying
amount (if any) paid or payable for
goodwill |
|
| ||
|
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Cash |
Rs
........... | ||
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Shares |
Rs............ | ||
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Debentures |
Rs............ | ||
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Goodwill |
Rs........... | ||
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Short particulars of every
transaction relating to each such property which was completed within the
two preceding years and in which any vendor to the company or any
person who is, or was at the time thereof, a promoter, director or
proposed director of the company had any interest, direct or
indirect. |
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| ||
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Amount (if any) paid or payable as
commission for subscribing or agreeing to subscribe or
procuring or agreeing to procure subscriptions for any shares
or debentures in the company ; or |
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Amount paid ......
"
Payable ...... | ||
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Rate of the
commission |
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Rate per
cent | ||
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The number of shares, if any, which
persons have agreed to subscribe for a
commission. |
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| ||
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If it is proposed to acquire any
business, the amount, as certified by the persons by whom the accounts of
the business have been audited, of the net profits of the business in
respect of each of the five years immediately preceding the date of
this statement, provided that in the case of a business which has
been carried on for less than five years and the accounts of which
have only been made-up in respect of four years, three years, two
years or one year, the above requirements shall have effect as
if references to four years, three years, two years or one year, as
the case may be, were substituted for references to five years, and in any
such case the statement shall say how long the business to be acquired has
been carried on. |
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| ||
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Where the financial year with
respect to which the accounts of the business have been made-up is
greater or less than a year, references to five years, four years,
three years, two years, and one year, in this paragraph shall have effect
as if references to such number of financial years as in
the aggregate, cover a period of not less than five years, four
years, three years, two years or one year, as the case may be, were
substituted for references to three years, two years and one year
respectively. |
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Estimated amount of preliminary
expenses |
|
Rs.......................... | ||
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By whom those expenses have been
paid or are payable. Amount paid or intended to be paid to any
promoter |
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Name of promoter.... Amount Rs.
............. | ||
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Consideration for the
payment |
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Consideration
.......... | ||
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Any other benefit given or intended
to be given to any promoter |
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Name of promoter
: | ||
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Nature and value of benefit
.................. | ||
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Consideration for the
benefit |
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Consideration
.......... | ||
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Dates of, parties to, and general
nature of - |
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| ||
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(a) |
contract appointing or fixing the
remuneration of directors, managing director or manager ;
and |
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(b) |
every other material contract
(other than (i) contracts entered into in the ordinary course of the
business intended to be carried on by the company or (ii) entered
into more than two years before the delivery of this
statement). |
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Time and place at which (1) the
contracts or copies thereof or (2)(i) in the case of a contract not
reduced into writing, a memorandum giving full particulars thereof,
and (ii) in the case of a contract wholly or partly in a language
other than English, a copy of a translation thereof in English or
embodying a translation in English of the parts in the
other language, as the case may be, being a translation
certified in the prescribed manner to be a correct translation,
may be inspected. |
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Names and addresses of the auditors
of the company (if any). |
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Full particulars of the nature and
extent of the interests of every director, managing director or
manager in the promotion of or in the property proposed to be
acquired by the company, or where the interest of such a director
consists in being a partner in a firm, the nature and extent of the
interest of the firm, with a statement of all sums paid or agreed to be
paid to him or to the firm in cash or shares, or otherwise, by any
person either to induce him to become, or to qualify him as, a director,
or otherwise for services rendered by him or by the firm
in connection with the promotion or formation of the
company. |
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(Signatures of the persons above
named as directors or proposed directors, or of their agents
authorised in writing.) |
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Date
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Reports to be set
out
1. Where it is proposed to acquire a
business, a report made by accountants (who shall be named in the statement)
upon -
(a) the profits or losses of the business in respect of each of the five
financial years immediately preceding the delivery of the statement to the
Registrar ; and
(b) the assets and liabilities of the business as at the last date to which the
accounts of the business were made-up.
2. (1) Where it is proposed to
acquire shares in a body corporate which by reason of the acquisition or
anything to be done in consequence thereof or in connection therewith will
become a subsidiary of the company, a report made by accountants (who shall be
named in the statement) with respect to the profits and losses and assets and
liabilities of the other body corporate in accordance with sub-clause (2) or (3)
of this clause, as the case may require, indicating how the profits or losses of
the other body corporate dealt with by the report would, in respect of the
shares to be acquired, have concerned members of the company, and what allowance
would have fallen to be made, in relation to assets and liabilities so dealt
with, for holders of other shares, if the company had at all material times held
the shares to be acquired.
(2) If the other body corporate has no subsidiaries, the report referred to in
sub-clause (1) shall- (a) so far as regards profits and losses, deal with the
profits or losses of the body corporate in respect of each of the five financial
years immediately preceding the delivery of the statement to the Registrar ; and
(b) so far as regards assets and liabilities, deal with the assets and
liabilities of the body corporate as at the last date to which the accounts of
the body corporate were made-up.
(3) If the other body corporate has subsidiaries, the report referred to in
sub-clause (1) shall-
(a) so far as regards profits and losses, deal separately with the other body
corporate's profits or losses as provided by sub-clause (2) and in addition deal
either-
(i) as a whole with the combined profits or losses of its subsidiaries so far as
they concern members of the other body corporate ;
or
(ii) individually with the profits or losses of each subsidiary, so far as they
concern members of the other body corporate ; or, instead of dealing separately
with the other body corporate's profits or losses, deal as a whole with the
profits or losses of the other body corporate, and, so far as they concern
members of the other body corporate, with the combined profits or losses of its
subsidiaries ; and
(b) so far as regards assets and liabilities, deal separately with the other
body corporate's assets and liabilities as provided by sub-clause (2) and, in
addition, deal either-
(i) as a whole with the combined assets and liabilities of its subsidiaries,
with or without the other body corporate's assets and liabilities ;
or
(ii) individually with the assets and liabilities of each subsidiary ; and shall
indicate, as respects the assets and liabilities of the subsidiaries, the
allowance to be made for persons other than members of the
company.
Provisions applying
to Parts I and II of this Schedule
3. (1) In this Schedule, the expression
"vendor" includes a vendor as defined in Part III of Schedule
II.
(2) Clause 31 of Schedule II shall apply to the interpretation of Part II of
this Schedule as it applies to the interpretation of Part II of Schedule
II.
4. If in the
case of a business which has been carried on, or of a body corporate which has
been carrying on business, for less than five financial years, the accounts of
the business or body corporate have only been made-up in respect of four such
years, three such years, two such years or one such year, Part II of this
Schedule shall have effect as if references to four financial years, three
financial years, two financial years or one financial year, as the case may be,
were substituted for reference to five financial
years.
5. Any report
required by Part II of this Schedule shall either-
(a) indicate by way of note any adjustments as respects the figures of any
profits or losses or assets and liabilities dealt with by the report which
appear to the person making the report necessary ;
or
(b) make those adjustments and indicate that adjustments have been
made.
6. Any report
by accountants required by Part II of this Schedule-
(a) shall be made by accountants qualified under this Act for appointment as
auditors of a company ; and
(b) shall not be made by any accountant who is an officer or servant, or a
partner or in the employment of an officer or servant, of the company or of the
company's subsidiary or holding company or of a subsidiary of the company's
holding company.
For the purposes of this clause the
expression "officer" shall include a proposed director but not an
auditor.