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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 PROSPECTUSOR WHICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED, 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 SECTION 70 OF THE COMPANIES ACT, 1956

 

Delivered for registration by...........................

The nominal share capital of the company Rs. ..........................................

Divided into

.....Shares of Rs. ......... each

...... " " " ............... "

...... " " " ............... "

......shares of Rs .........each

Amount (if any) of above capital 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) secretaries and treasures or proposed secretaries and treasurers};

(e) manager or proposed manager.

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), (c), (d) and (e) above. 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. ..........share of Rs .................... fully paid

2. ............shares upon which, Rs. ......... per share credited as paid.

3. .............debentures. Rs ...........

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.

Period during which the option is exercisable.

Price to be paid for shares or debentures subscribed for or acquired under the option.

Consideration for the option or the right to option.

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.

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.

Amount (if any) paid or payable (in cash, shares or debentures) for each such property, specifying amount

(if any) paid or payable for goodwill.

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 as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company ;

Rate of the commission

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

Estimated amount of preliminary expenses.

By whom those expenses have been paid or are payable.

Amount paid or intended to be paid to any promoter.

Consideration for the payment

Any other benefit given or intended to be given to any promoter

Dates of, parties to, and general nature of :

(a) contract appointing or fixing the remuneration of directors, managing director *{, managing agent, secretaries and treasurers,} or manager ; and

(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).

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. 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 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.

1. ........... shares of Rs. ............. and debentures of Rs. .............

2. Until

3.

4. Consideration........................

5. Names and addresses -

 

Total purchase price :Rs. .................................................

Cash Rs. .....................

Shares Rs. .....................

Debentures Rs. .....................

Good will Rs. .....................

 

 

Amount paid..............................

Amount payable.......................

Rate per cent

 

 

 

Rs. .................................................

Name of promoter.....................

Amount Rs. ..................................

Consideration.......................

Name of promoter..................

Nature and value of benefit.................

Consideration for the benefit Consideration.....................

(Signatures of the persons above named as directors or proposed directors, or of their agents authorised in writing.)

............................................

............................................

............................................

Date...................

* Words should be omitted