Costing Standards Accounting Standards E-Forms

The Companies Act, 1956

Schedules

Schedule - IV - 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

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 the company

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

Divided into

..........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)  [****]

 

(d)  [****]

 

(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

 

Amount of shares issued

.............. shares

Amount of 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 elapsed since the date on which the company was entitled to commence business :

 

Amount of preliminary expenses.

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

By whom those expenses have been paid or are payable

 

Amount paid or intended to be paid to any

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

promoter

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

Consideration for the payment

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

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

Name of 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 classes of shares, respectively

 

Number and amount of shares and debentures issued within the two years preceding the date of this statement as fully or partly paid-up otherwise than for cash or agreed to be so issued at the date of this statement

1. ............... shares of Rs. ........... fully paid.

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

 

3. ..... debentures of Rs.....each.

Consideration for the issue of those shares or 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 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, 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.

 

Amount (in cash, shares or debentures) paid or payable to each separate vendor

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

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

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; or rate of the commission

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

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

Rate per cent...................................

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.

 

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 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.

 

Full particulars of the nature and extent of the interest of every director, managing director [, managing agent, secretaries and treasurers] 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.

 

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, whichever period is shorter.

 

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

 

(Signatures of the persons abovenamed as directors or proposed directors or of their agents authorised in writing)

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

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

 

PART II

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 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.

PART III

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 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.

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 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.