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
[See section 44(2)(b)]
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
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Delivered for registration by
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.................
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The nominal share capital of the company Divided into
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Rs...shares of Rs....each...,, ,, ,,....,, ,, ,,....,, ,, ,,....
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Amount (if any) of above capital which consists of redeemable preference shares.
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.....shares of Rs....each
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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)
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(d)
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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.
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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.
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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 ...........Nature and value .... of benefit ....
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Consideration for the benefit.
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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 paid2. ....share upon which Rs. .... per share credited as paid.3. .... debentures of Rs. .... each
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Consideration for the issue of those shares or debentures.
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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.
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1. .... shares of Rs. .... and .... debentures of Rs. ....
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Period during which the option is exercisable.
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2. Until
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Price to be paid for shares or debentures subscribed for or acquired under the option.
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3
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Consideration for the option or right to option.
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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.
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5. 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.
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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.Short particulars of every transaction relation 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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Cash
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Rs. ....
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Shares
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Rs....
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Debentures
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Rs....
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Goodwill
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Rs.....
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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.
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Amount paid ....
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Amount payable ....
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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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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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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.
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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, whichever 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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1 Omitted by Act No. 17 of 1969, w.e.f. 3rd. April, 1970.
2 Omitted by Act No. 17 of 1969, w.e.f. 3rd. April, 1970.
3 Omitted by Act No. 17 of 1969, w.e.f. 3rd. April, 1970. |