[See section
44(2)(b)]
Form
of Statement in lieu of prospectus to be delivered to Registrar by a private
company on becoming a public company 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 clause (b)
of sub-section (2) of section 44 of the Companies Act,
1956
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Delivered for registration
by |
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The nominal share capital of the
company |
Rs........................... |
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Divided into
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..........shares of
Rs. ..........each |
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Amount (if any) of above capital
which consists of redeemable preference
shares. |
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The earliest date on which the
company has power to redeem these shares |
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Names, addresses, descriptions and
occupations of - |
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(a) |
directors or proposed directors
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(b) |
managing director or proposed
managing director ; |
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(c) |
Redundant after the 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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(d) |
Redundant after the 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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Amount of shares issued
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..............
shares |
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Amount of commission paid or
payable in connection therewith. |
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Amount of discount, if any, allowed
on the issue of any shares, or so much thereof as has not been
written off at the date of the
statement. |
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Unless more than two years have
elapsed since the date on which the company was entitled to commence
business :- |
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Amount of preliminary
expenses. |
Rs.
................ |
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By whom those expenses have been
paid or are payable. |
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Amount paid or intended to be paid
to any promoter. |
Name of
promoter ................. |
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Amount
Rs.......... |
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Consideration for the
payment. |
Consideration
......... |
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Any other benefit given or intended
to be given to any promoter. |
Name of
promoter |
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Nature and value of benefit
....... |
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Consideration for the
benefit. |
Consideration
..................... |
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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. |
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Number and amount of shares and
debentures issued within the two years preceding the date
of that statement as fully or partly paid-up otherwise than for
cash or agreed to be so issued at the date of this
statement.
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1. |
...................... shares of Rs
................ fully paid. |
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2. |
............. shares upon
which Rs........... per share credited as
paid. |
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Consideration for the issue of
those shares or debentures. |
3. |
................ debentures
of Rs....... each |
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4. |
Consideration
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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 or
sale. |
1. |
............ shares of
Rs.....................and ............... debentures of Rs.
................. |
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Period during which the option is
exercisable. |
2. |
Until. |
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Price to be paid for shares or
debentures subscribed for or acquired under the
option. |
3. |
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Consideration for the option or
right to option. |
4. |
Consideration
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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
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Names and
addresses ............................... |
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Names, addresses, descriptions and
occupations of vendors of property (1) purchased or acquired by the
company within the two years preceding the date of this statement or
(2) agreed 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 business and there is no
connection between the transaction and the company ceasing to be a
private company or where the amount of the purchase money is not
material. |
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Amount (in cash, shares or
debentures) paid or payable to each separate
vendor. |
Total purchase price
Rs........... |
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Amount paid or payable in cash,
shares or debentures for each such property, specifying the
amount paid or payable for
goodwill. |
Cash
Rs...........
Shares
Rs............ Debentures
Rs...........
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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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 rate of the
commission. |
Amount paid
......................... Amount
payable .................... 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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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 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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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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Dates of, parties to, and general
nature of - |
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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 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 interest of every director, managing director or manager, in
any property purchased or acquired by the company within the two
years preceding the date of this statement or proposed to
be purchased or 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 or to be rendered to the company by him or by the
firm. |
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Rates of the dividends (if
any) paid by the company in respect of each class of shares in the
company in each of the five financial years immediately preceding the
date of this statement or since the incorporation of the
company, which ever period is shorter. |
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Particulars of the cases
in which no dividends have been paid in respect of any class of
shares in any of these years. |
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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. If unissued shares or debentures of the
company are to be applied in the purchase of 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) If unissued shares or
debentures of the company are to be applied directly or indirectly in any manner
resulting in the acquisition of 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 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 Parts I and 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, Parts I and II of this Schedule shall have effect as if reference 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.
5. Any report required by Part II of this Schedule shall either
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(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.
6. Any report by accountants required by Part II of this Schedule
shall-
(a) 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.