Schedule III- Form of the statement in LIEU of prospectus to be delivered to registrar

Companies Act

SCHEDULE III

(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 THERE-IN

FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN

PART I

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

Delivered for registration by the nominal share capital of the Rs…… company.

Divided into…………………..shares of Rs…….each.

“”Rs…….each.

“”Rs…….each.

Amount (if any) of above capital…shares of Rs…….each. which consists of redeemable preference shares.

The earliest date on which the company has power to redeem these shares.

Names, addresses, descriptions and occupations of –

(a)directors or proposed directors;

(b)managing director or proposed managing director;

(c)managing agent or proposed managing agent;

(d)secretariesandtreasurersor proposed secretaries and treasurers;

(e)manager or proposed manager.

Anyprovision in the articles of the company,or in any contract irrespective of the timewhenit wasenteredinto, as tothe appointmentofand remuneration payable to the persons referredto in(a),(b),(c),(d)and(e) above.

If the share capital of the company isdivided into differentclasses ofshares, the right of votingat meetingsof the company conferred by, andthe rights inrespect of capital and dividends attachedto, the several classes of shares respectively.

Number and amount of shares and1shares of Rs.. fully paid debentures agreed to be issued as fully or partly paid up otherwise

2shares upon which Rs. per than in cash.

share credited as paid. The consideration for the intended3debenturesRs……..

issue of those shares and debentures.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 to4Consideration:

acquire from, a person to whom1…..shares of Rs… and

they have been allotted or agreeddebentures of Rs……

to be allotted with a view to his

offering them for sale.

Period during which the option is exercisable.2.Until

Price to be paid for shares or3.

debentures subscribed for or

acquired under the option.

Consideration for the option or the4.Consideration:

right to option.

Persons to whom the option or the5.Names andaddresses –

righttooption was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures. Names, occupations and addresses of vendors of property purchased or acquired, or proposed tobepurchasedor acquired by the company exceptwhere 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.

Amount (if any) paid or payable (in Total purchase price Rs. cash, shares or debentures) for CashRs . each such property, specifyingSharesRs. amount (if any) paid or payableDebenturesRs. for goodwill.————- GoodwillRs.

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.

Amount (if any) paid or payable asAmount paid . . .

commission for subscribing orpayable

agreeing to subscribe or procuring

or agreeing to procure subscriptions

for any shares or debentures in the

company; or

Rate of the commission…………Rate per cent………..

The number of shares, if any, which personshave agreedtosubscribe for a commission. 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, twoyears 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. 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,twoyearsandone year respectively.

Estimated amount of preliminary Rs……………. expenses.

By whom those expenses have been paid or are payable.

Amount paid or intended to be paidName of promoter.

to any promoter.Amount Rs.

Consideration for the paymentConsideration:

Any other benefit given or intendedName of promoter:

to be given to any promoter.Nature and value of benefit:

Consideration for the benefit.Consideration:

Dates of, parties to, and general nature of –

(a)contractappointing or fixing the remuneration of directors, managing director, managing agent, secretariesandtreasurers,or manager; and

(b)every other materialcontract (otherthan (i) contracts entered into in the ordinary course of the business intended to be carried on by the company or (ii) entered into morethantwoyearsbefore the delivery of this statement).

Timeandplace 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 particularsthereof, and (ii) in the case of a contract wholly or partly in a language other thanEnglish, a copyofa 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 prescribedmanner to be acorrect translation, may be inspected.

Names and addresses of the auditors of the company (if any).

Full particulars of the nature and extent of the interest of every director, managing director, managing agent, secretaries and treasurers or manager in the promotion of orin the property proposed to be acquired by the company, or where the interest of such adirector consistsin being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreedto bepaid to him or to thefirmin cashor shares, orotherwise,by any person either to induce himto become, or to qualify himas, a director, or otherwise for services renderedby him or by the firm in connectionwith thepromotionor formation of the company.

(Signaturesof the personsabove-

namedasdirectorsorproposed———————————————————-

directors,oroftheiragents———————————————————-

authorized in writing.)———————————————————-

Date

REPORTS TO BE SET OUT

PART II

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 fivefinancial years immediately preceding the delivery of the statement to the Registrar; and

(b)theassets 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 acquireshares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or inconnectiontherewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) with respect to the profits andlossesand 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 andliabilities so dealt with, for holders of other shares, if the company had at allmaterial times held the shares to be acquired.

(2)If the other body corporate has no subsidiaries, thereport 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 thedelivery 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 profits or losses asprovided by sub-clause (2) and in addition deal either –

(i)asa whole with the combined profits or losses ofits subsidiaries so far as they concern members of the other body corporate; or

(ii)individually withtheprofits or losses of each subsidiary, so far as they concern members of the otherbody corporate;

or, instead of dealing separately with the other body corporate’sprofitsorlosses, deal as awholewith the profits or losses of the other body corporate and, so faras they concern members of the other body corporate,withthe combined profits or losses of its subsidiaries; and

(b)so far as regards assets and liabilities,deal separately with theotherbody corporate’s assets and liabilitiesas 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 bodycorporate’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

PART III

3.(1)Inthis 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 theinterpretationof 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 suchyears,threesuch years, two such years or one such year, Part II of this Schedule shall have effect as if references to four financial years, threefinancial 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 –

(a)indicate by way of note any adjustments as respects the figures of any profits or losses or assetsandliabilities dealt withbythe report which appear to thepersonmakingthe 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 officeror servant,ofthe company or of the company’ssubsidiary or holdingcompany or of a subsidiary of the company’sholding company.

Forthe purposes of this clause, the expression “officer”shall include a proposed director but not an auditor.

FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN

SCHEDULE IV

[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

PART I

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.

Delivered for registration by

The nominal share capital of theRs………… company.

Divided into…shares of Rs…each.

“” Rs…each.

“” Rs…each.

Amount (if any) of above capital shares of Rs….each. which consists of redeemable

preference share.

The earliest date on which the company has power to redeem these shares.

Names, addresses, descriptions and occupations of –

(a)directors or proposed directors;

(b)managing director orproposed managing director;

(c)managing agent or proposed managing agent;

(d)Secretaries and treasurers or proposed secretaries and treasures;

(e)manager or proposed manager.

Anyprovision in thearticles of the company, or in any contract irrespectiveof the timewhen it was enteredinto, as to the appointment of and remuneration payable to the persons referred to in (a), (b), (c), (d) and (e) above.

Amount of shares issuedShares…………..Shares.

Amountof commission paid or payable in connection therewith.

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.

Unless more than two years have lapsed since the date on which the companywas entitledtocommence business –

Amount of preliminary expensesRs………….

By whom those expenses have been

paid or are payable.

Amount paid or intended to be paidName of promoter:

to any promoter.Amount Rs …….

Consideration for the payment.Consideration:

Any other benefit given or intendedName of promoter:

to be given to any promoter.Nature and value of benefit:

Consideration for the benefit.Consideration:

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 classesof shares respectively.

Number and amount of shares and1. shares of Rs….fully paid.

debentures issued within the two

years preceding the date of this2….sharesupon which Rs….

statement as fully or partly paid upper share credited as paid.

otherwise than for cash or agreed

to be so issued at the date of this

statement.

Consideration for the issue of those3.debentures. for Rs….. each.

shares or debentures

4.Consideration:

Number, description and amount of1 shares of Rs….. and debentures

any shares or debentures whichof Rs……

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.

Period during which the option2.Until

is exercisable.

Price to be paid for shares3.

or debentures subscribed for or acquired under the option.

Consideration for the option4.Consideration: or right to option.

Persons to whom the option or the5.Names and addresses: righttooption was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures. Names, addresses, descriptionsand occupations of vendors ofproperty

(1)purchased or—-acquired by the company withinthetwoyears precedingthedateofthis statement or (2) agreed or proposed to be purchased or acquired bythe company, except where thecontract for its purchase or acquisition was entered into in the ordinary course of business and there is no connection between thetransactionand the company ceasing to be a private company or where the amount ofthe purchasemoneyisnotmaterial.

Amount(in cash, shares ordebentures) paidorpayabletoeach separate vendor.

Amount paid or payable in cash,Total purchase price Rs……

sharesordebentures for each

such property, specifying theCashRs….

amount paid or payable for goodSharesRs. …

will.DebenturesRs….

GoodwillRs….

Shortparticulars of everytrans-actionrelatingtoeachsuch property which was completed within the twopreceding years and in which anyvendor to the company or any personwho is, or was at thetime thereof,a promoter,directoror proposeddirector ofthecompany

had any interest direct or indirect.

Amount (if any) paid or payable asAmount paid………..

commission for subscribing orAmount payable …….

agreeing to subscribe or procuringRate per cent……… oragreeing to procure subscriptions for any shares or debentures in the company; or rate of the commission.

The number of shares, if any, which persons have agreed to subscribe for a commission.

Ifit is proposed toacquireany 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 immediatelyprecedingthe date of thisstatement,provided thatinthe case of abusiness which has been carried on forless than five years, and theaccounts of which have only been made up in respect of four years, three years, twoyears or one year,theabove requirementsshall have effect as if references to four years,three years,two years or oneyear,as thecase may be, weresubstituted forreferences to five years,and inanysuch case,thestatement shall say how long the businessto beacquired has beencarriedon. Where thefinancial year with respect to which theaccounts of the business have beenmadeup is greaterorless thanayear, referencestofive years, four years, three years, two yearsand one year inthisparagraph shall have effectas if referencestosuch number of financial years as, in the aggregate, cover a period ofnot lessthan five years, fouryears, three years, two years or one year, as the case may be, were substituted for references to three years,twoyearsandoneyear respectively.

Datesof, parties to, andgeneral nature of –

(a)Contract appointing or fixing the remuneration of directors, managing director, managingagent, secretaries and treasurers or manager; and

(b)every other materialcontract otherthan (i)contractsentered into in the ordinary course of the business intended to be carried on by the company or (ii) entered into morethantwoyearsbeforethe delivery of this statement.

Timeandplace at which(1) the contractsor copies thereof; or (2) (i) in the case of acontract not reduced into writing, a memorandum giving fullparticulars thereof, and (ii) in the case of a contractwhollyor partly in a language other than English, a copy oftranslation thereof in English orembodyingatranslationin English of the parts in the other language, as the case may be,being a translationcertified inthe prescribed manner tobe a correct translation, may be inspected.

Names and addresses of the auditors of the company.

Full particulars of the nature and extent of the interest of every director, managing director, managing agent, secretaries and treasurers or manager,inany property purchased or acquired by the company within the two years precedingthe date of this statement or proposed to be purchased or acquiredby 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 sumspaid or agreed to be paid to him orto thefirmin cashorshares,or otherwise, by any person either to induce him to become or to qualify him as, a director,orotherwise for servicesrendered or to be rendered to the company by him or by the firm.

Ratesofthe dividends (if any) paidby the company in respectof 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, whichever period is shorter.

Particularsof the cases in which no dividends have been paid in respect of any class of shares inany of these years.

—————————————————————————–

(Signaturesof the personsabove named as directors or proposed

directors or of their agents authorized in writing.)

Date………………….

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