SCHEDULE IA

[See section 6(c)]

LIST OF RELATIVES

1.	Father.
2.	Mother (including step-mother).
3.	Son (including step-son).
4.	Son’s wife.
5.	Daughter (including step-daughter).
6.	Father’s father.
7.	Father’s mother.
8.	Mother’s mother.
9.	Mother’s father.
10.	Son’s son.
11.	Son’s son’s wife.
12.	Son’s daughter.
13.	Son’s daughter’s husband.
14.	Daughter’s husband.
15.	Daughter’s son.
16.	Daughter’s son’s wife.
17.	Daughter’s daughter.
18.	Daughter’s daughter’s husband.
19.	Brother (including step-brother).
20.	Brother’s wife.
21.	Sister (including step-sister).
22.	Sister’s husband.
23.
to	[Omitted by the Companies (Amendment) Act, 1965, w.e.f. 15-10-1965.]
49.

PART I

SCHEDULE II

[See sections 44(2)(a) and 56]

MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS
TO BE SET OUT THEREIN

PART I

I. General information :

(a) Name and address of registered office of the company.

(b) (i)Consent of the Central Government for the present issue and declaration of the Central Government about non-responsibility for financial soundness or correctness of statements.

(ii) Letter of intent/industrial licence and declaration of the Central Government about non-respo nsibility for financial soundness or correctness of statements.

(d) Provisions of sub-section (1) of section 68A of the Companies Act, relating to punishment for fictitious applications.

(e) Statement/declaration about refund of the issue if minimum subscription of 90% is not received within 90 days from closure of the issue.

(f) Declaration about the issue of allotment letters/refunds within a period of 10 weeks and interest in case of any delay in refund at the prescribed rate under section 73(2)/(2A).

(g) Date of opening of the issue.

Date of closing of the issue.

Date of earliest closing of the issue.

(h) Names and addresses of auditors and lead managers.

(i) Name and address of trustee under debenture trust deed (in case of debenture issue).

(j) Whether rating from Crisil or any rating agency has been obtained for the proposed debenture/preference shares issue.

If no rating has been obtained, this should be answered as “No”.

If “yes” the rating should be indicated.

(k) Underwriting of the issue

(Names and addresses of the underwriters and the amount under-written by them).

(Declaration by Board of directors that the underwriters have sufficient resources to discharge their respective obligations.)

(l) a statement by the Board of directors stating that—

(i) all monies received out of issue of shares or debentures to public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73;

(ii) details of all monies utilised out of the issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in the balance-sheet of the company indicating the purpose for which such monies had been utilised; and

(iii) details of all unutilised monies out of the issue of shares or debentures, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the balance-sheet of the company indicating the form in which such unutilised monies have been invested.].

II. Capital structure of the company

(a) Authorised, issued, subscribed and paid-up capital.

(b) Size of present issue giving separately reservation for preferential allotment to promoters and others.

(i) after the present issue

(ii) after conversion of debentures (if applicable).

III. Terms of the present issue

(a) Terms of payments.

(b) Rights of the instrument holders.

(d) Any special tax benefits for company and its shareholders.

IV. Particulars of the issue

(a) Objects.

(b) Project cost.

V. Company, management and project

(a) History and main objects and present business of the company.

(b) Subsidiary(ies) of the company, if any

(For financial data, refer to auditor’s report in Part II).

(d) Names, addresses and occupation of manager, managing director and other directors including nominee-directors, wholetime directors (giving their directorships in other companies).

(e) Location of project.

(f) Plant and machinery, technology, process, etc.

(g) Collaboration, any performance guarantee or assistance in marketing by the collaborators.

(h) Infrastructure facilities for raw materials and utilities like water, electricity, etc.

(i) Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production, etc.

(j) The products :

(i) Nature of the product/s - consumer/industrial and end users

(ii) Approach to marketing and proposed marketing set up

(iii) Export possibilities and export obligations, if any (in case of a company providing any “service” particulars, as applicable, be furnished).

(k) Future prospects - expected capacity utilisation during the first three years from the date of commencement of production, and the expected year when the company would be able to earn cash profits and net profits.

Stock market data for shares/debentures of the company high/low price in each of the last three years and monthly high/low during the last six months (where applicable).

VI. Following particulars in regard to the company and other listed companies under the same management within the meaning of section 370(1B), which made any capital issue during the last three years :

Name of the company

Year of issue

Type of issue

(Public/rights/composite)

Amount of issue

Date of closure of issue

Date of completion of delivery of share/debenture certificates

Date of completion of the project, where object of the issue was financing of a project

Rate of dividend paid

VII. (a) Outstanding litigation pertaining to—

(i) matters likely to affect operation and finances of the company including disputed tax liabilities of any nature; and

(ii) criminal prosecution launched against the company and the directors for alleged offences under the enactments specified in paragraph 1 of Part I of Schedule XIII to the Companies Act, 1956.

(b) Particulars of default, if any, in meeting statutory dues, institutional dues, and towards instrument holders like debentures, fixed deposits, and arrears on cumulative preference shares, etc. (also give the same particulars about the companies promoted by the same private promoters and listed on stock exchanges).

(c) Any material development after the date of the latest balance-sheet and its impact on performance and prospects of the company.

VIII. Management perception of risk factors (i.e., sensitivity to foreign exchange rate fluctuations, difficulty in availability of raw materials or in marketing of products, cost/time overrun, etc.).

PART II

A. General information.

1. Consent of directors, auditors, solicitors/advocates, managers to the issue, Registrar of Issue, bankers to the company, bankers to the issue and experts.

2. Expert opinion obtained, if any.

3. Change, if any, in directors and auditors during the last three years, and reasons thereof.

4. Authority for the issue and details of resolution passed for the issue.

5. Procedure and time schedule for allotment and issue of certificates.

6. Names and addresses of the company secretary, legal adviser, lead managers, co-managers, auditors, bankers to the company, bankers to the issue, and brokers to the issue.

B. Financial information

Reports to be set out

1. A report by the auditors of the company with respect to—

(a) profits and losses and assets and liabilities, in accordance with sub-clause (2) or (3) of this clause, as the case may require; and

(b) the rates of the dividends, if any, paid by the company in respect of each class of shares in the company for each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years; and, if no accounts have been made up in respect of any part of the period of five years ending on a date of three months before the issue of the prospectus, containing a statement of that fact (and accompanied by a statement of the accounts of the company in respect of that part of the said period up to a date not earlier than six months of the date of issue of the prospectus indicating the profit or loss for that period and the assets and liabilities position as at the end of that period together with a certificate from the auditors that such accounts have been examined and found correct by them. The said statement may indicate the nature of provision or adjustments made or are yet to be made).

2. If the company has no subsidiaries, the report shall—

(a) so far as regards profits and losses, deal with the profits or losses of the company (distinguishing items of a non-recurring nature) for each of the five financial years immediately preceding the issue of the prospectus; and

(b) so far as regards assets and liabilities, deal with the assets and liabilities of the company at the last date to which the accounts of the company were made up.

3. If the company has subsidiaries, the report shall—

(a) so far as regards profits and losses, deal separately with the company’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 company; or

(ii) individually with the profits or losses of each subsidiary, so far as they concern members of the company; or, instead of dealing separately with the company’s profits or losses, deal as a whole with the profits or losses of the company, and, so far as they concern members of the company, with the combined profits or losses of its subsidiaries; and

(b) so far as regards assets and liabilities, deal separately with the company’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 company’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.

4. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly—

(i) in the purchase of any business; or

(ii) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the company will become entitled to an interest as respects either the capital or profits and losses or both, in such business exceeding fifty per cent, thereof; a report made by accountants (who shall be named in the prospectus) upon—

(a) the profits or losses of the business for each of the five financial years immediately preceding the issue of the prospectus; and

(b) the assets and liabilities of the business at the last date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the prospectus.

5. (1) If—

(a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and

(b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the company; a report made by accountants (who shall be named in the prospectus) upon—

(i) the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the prospectus; and

(ii) the assets and liabilities of the other body corporate at the last date to which its accounts were made up.

(2) The said report shall—

(a) indicate 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; and

(b) where the other body corporate has subsidiaries deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by sub-clause (2) above in relation to the company and its subsidiaries.

6. Principal terms of loan and assets charged as security

C. Statutory and other information

1. Minimum subscription

2. Expenses of the issue giving separately fee payable to :

(a) Advisers.

(b) Registrars to the issue.

(d) Trustees for the debenture-holders.

3. Underwriting commission and brokerage

4. Previous issue for cash

5. Previous public or rights issue, if any : (during last five years)

(a)	Date of allotment :	Closing date :

	Date of refunds :

	Date of listing on the stock exchange :

(b)	If the issue(s) at premium or discount and the amount thereof.

(c)	The amount paid or payable by way of premium, if any, on each share which had been issued within the two years preceding the date of the prospectus or is to be issued, stating the dates or proposed dates of issue and, where some shares have been or are to be issued at a premium and other shares of the same class at a lower premium, or at par or at a discount, the reasons for the differentiation and how any premiums received have been or are to be disposed of.

6. Commission or brokerage on previous issue.

7. Issue of shares otherwise than for cash.

8. Debentures and redeemable preference shares and other instruments issued by the company outstanding as on the date of prospectus and terms of issue.

9. Option to subscribe.

9A. The details of option to subscribe for securities to be dealt with in a depository.]

10. Purchase of property :

(i) As respects any property to which this clause applies—

(a) the names, addresses, descriptions and occupations of the vendors;

(b) the amount paid or payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill;

(d) short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the company had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter director or proposed director in respect of the transaction.

(ii) The property to which sub-clause (i) applies, is a property purchased or acquired by the company or proposed to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of issue of the prospectus, other than property—

(a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company’s business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or

(b) as respects which the amount of the purchase money is not material.

(iii) For the purpose of this clause, where a vendor is a firm, the members of the firm shall not be treated as separate vendors.

(iv) If the company proposes to acquire a business which has been carried on for less than three years, the length of time during which the business has been carried on.

11. (i) Details of directors, proposed directors, wholetime directors, their remuneration, appointment and remuneration of managing directors, interests of directors, their borrowing powers and qualification shares.

Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter or officer and consideration for payment of giving of the benefit.

(ii) The dates, parties to, and general nature of—

(a) every contract appointing or fixing the remuneration of a managing director or manager whenever entered into, that is to say, whether within or more than, two years before the date of the prospectus;

(b) every other material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or a contract entered into more than two years before the date of the prospectus.

A reasonable time and place at which any such contract or a copy thereof may be inspected.

(iii) Full particulars of the nature and extent of the interest, if any, of every director or promoter—

(a) in the promotion of the company; or

(b) in any property acquired by the company within two years of the date of the prospectus or proposed to be acquired by it.

Where the interest of such a director or promoter consists in being a member of a firm or company, the nature and extent of the interest of the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company 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 or company, in connection with the promotion or formation of the company.

12. Rights of members regarding voting, dividend, lien on shares and the process for modification of such rights and forfeiture of shares.

13. Restrictions, if any, on transfer and transmission of shares/debentures and on their consolidation/splitting.

14. Revaluation of assets, if any (during last five years).

15. Material contracts and inspection of documents, e.g.

A. Material contracts.

B. Documents.

C. Time and place at which the contracts together with documents will be available for inspection from the date of prospectus until the date of closing of the subscription list.

Part III

Provisions applying to parts I and II of the Schedule

16. Every person shall, for the purpose of this Schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase or for any option of purchase, of any property to be acquired by the company, in any case where—

(a) the purchase money is not fully paid at the date of the issue of the prospectus;

(b) the purchase money is to be paid or satisfied, wholly or in part, out of the proceeds of the issue offered for subscription by the prospectus;

17. Where any property to be acquired by the company is to be taken on lease, this Schedule shall have effect as if the expression “vendor” included the lesser, the expression “purchase money” included the consideration for the lease, and the expression “sub-purchaser” included a sub-lessee.

18. If in the case of a company which has been carrying on business, or of a business which has been carried on for less than five financial years, the accounts of the company or business have only been made up in respect of four such years, three such years, two such years or one such year, Part 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.

19. Where the five financial years immediately preceding the issue of prospectus which are referred to in Part II of this Schedule or in this Part cover a period of less than five years, references to the said five financial years in either Part shall have effect as if references to a number of financial years the aggregate period covered by which is not less than five years immediately preceding the issue of the prospectus were substituted for references to the five financial years aforesaid.

20. 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.

21. 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 the 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.

22. Inspection of documents :

Reasonable time and place at which copies of all balance sheets and profit and loss accounts, if any, on which the report of the auditors is based, and material contracts and other documents may be inspected.

Note : Term “year” wherever used here in earlier, means financial year.

[Declaration : That all the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government or the guidelines issued by the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India, Act, 1992, as the case may be, have been complied with and no statement made in prospectus is contrary to the provisions of Companies Act, 1956 or the Securities and Exchange Board of India Act, 1992 or rules made thereunder or guidelines issued, as the case may be.]

Place :

Date :

Signatures of directors]

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 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 Divided into	Rs.

		shares of Rs	each

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

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 treasurers 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.	shares of Rs. fully paid.
	2.	shares upon which Rs. per share credited as paid.
	3.	debentures Rs.
The consideration for the intended issue of those shares and 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 the 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, 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.		Total purchase price : Rs.

Amount (if any) paid or payable (in cash, shares or debentures) for each such property, specifying amount (if any) 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;	Amount paid__________ Amount payable__________
or
Rate of the commission	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.

Estimated amount of preliminary expenses	Rs.
By whom those expenses have been paid or are payable.
Amount paid or intended to be paid to any promoter.	Name of 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
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.

(Signatures of the persons above named as	………………………………

directors or proposed directors, or of their	………………………………

agents authorised in writing)	………………………………

Date

Part II

Reports to be set out

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 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) Where it is proposed to acquire 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 as 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 respect 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 Part 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, Part 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 person 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—

(a) shall be made by accountants qualified under this Act for appointment as auditors of a company; and

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

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	shares of Rs. each
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 treasurers 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.

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	Name of promoter____________________
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 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 the 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, shars or	Cash	Rs.______________
debentures for each such property, specifying	Shares	Rs.______________
the amount paid or payable for goodwill.	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 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 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 authorized 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—

(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 a 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—

(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.

Schedule V

[See section 159]

Annual return

CONTENTS AND FORM OF ANNUAL RETURN OF A COMPANY
HAVING A SHARE CAPITAL

PART I

CONTENTS

1. The address of the registered office of the company.

2. A summary specifying the following in respect of each class of shares:

(a) the amount of the authorised share capital of the company and the number of shares into which it is divided;

(b) the number of shares issued, from the date of commencement of the company to the date of the company’s last annual general meeting;

(d) the paid-up share capital upto that date.

3. The total number of non-convertible, partly convertible and fully convertible debentures issued and outstanding on the date referred to in sub-clause (b) of clause 2.

4. Particulars of the total amount of the indebtedness of the company on the date referred to in sub-clause (b) of clause 2 in respect of all charges including mortgages which are required to be registered with the Registrar under this Act.

5. A list—

(a) containing the names and addresses of all persons who, on the date of the company’s last annual general meeting, are members or debenture holders of the company and of persons who have ceased to be members or debenture holders on or before that day and since the date of the annual general meeting with reference to which the last return was submitted or in the case of the first return, since the incorporation of the company;

(b) stating the number of shares or debentures held by each of the existing members or debenture holders, as the case may be, at the date referred to in sub-clause (b) of clause 2, specifying the number of shares or debentures transferred since the date of the annual general meeting with reference to which the last return was submitted or in the case of the first return, since the date of the incorporation of the company by persons who are still members or debenture holders respectively, the dates of registration of transfers, and the names of transferees and the relevant folio containing particulars thereof;

(c) if the names aforesaid are not arranged in alphabetical order having annexed thereto an index sufficient to enable the name of any person therein to be easily found.

6. Particulars specifying name, nationality, date of birth, date of appointment, Election Commission’s Identity Card No. if issued and residential address with respect to the persons who at the date of the company’s last annual general meeting are the directors of the company and with respect to any person who at the date is the manager or the secretary of the company together with all such particulars, with respect to those who had ceased to hold such office that is the office of the director, manager or secretary on or before the date of the last annual general meeting and since the date of the annual general meeting with respect to which the last return was submitted or in the case of the first return, since the incorporation of the company.

7. Information whether the shares of the company are listed on a recognised stock exchange.

FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL

ANNUAL RETURN

THE COMPANIES ACT, 1956 (1 OF 1956)

SCHEDULE V

[See section 159]

PART II

I.	Registration Details

Registration No.

State Code

(Refer Code List)

Registration Date

Whether shares listed on recognised Stock Exchange(s)

Date

Month

Year

Y-Yes

N-No

If Yes, Stock Exchange Code (Totals)

(Refer Code List 2)

AGM Held

Y - Yes

Date of AGM/

N - No	Due date			-			-
		Date			Month			Year

II.

Name and Registered Office Address of Company :

Company Name

Address

Town/City

State

Pin Code

Telephone

with STD

Area Code

Number

Fax Number

Mail Address

III.	Capital Structure of the Company (Amount in Rs. Thousands)
	Authorised Share Capital Breakup

Type of Shares

No. of Shares

Nominal value (in Rs.)

(i) Equity

(ii) Preference

Total Authorised Capital

Issued Share Capital Breakup

Type of Shares

No. of Shares

Nominal value (in Rs.)

(i) Equity

(ii) Preference

Total Issued Capital

Subscribed Share Capital Breakup

Type of Shares

No. of Shares

Nominal value (in Rs.)

(i) Equity

(ii) Preference

Total Subscribed Capital

Paid-up Share Capital Breakup

Type of Shares

No. of Shares

Amount paid up (in Rs.)

(i) Equity

(ii) Preference

Total Paid-up Capital

Debentures Breakup

Type of Debenture

No. of Debentures

Nominal value (in Rs.)

(i) Non-Convertible

(ii) Partly Convertible

(iii) Fully Convertible

Total Amount

IV. Directors/Manager/Secretary Information (Past and Present) [Refer clause 6 of Part I of Schedule V]

Name

Surname

Middle Name

First Name

Nationality		I - Indian	Date of Birth			-			-
		F - Foreign		Date			Month			Year

Designation		C - Chairman-cum-Managing Director
		W - Whole Time Director, S - Secretary, R – Manager
		D - Director, M - Managing Director

Date of

Appointment

Date

Month

Year

Ceasing

Date

Month

Year

Election Commission

Identity Card No. (if issued)

Name

Surname

Middle Name

First Name

Nationality		I - Indian	Date of Birth			-			-
		F - Foreign		Date			Month			Year

Designation		C - Chairman-cum-Managing Director
		W - Whole Time Director, S - Secretary, R – Manager
		D - Director, M - Managing Director

Date of

Appointment

Date

Month

Year

Ceasing

Date

Month

Year

Election Commission

Identity Card No.

(if issued)

Name

Surname

Middle Name

First Name

Nationality		I - Indian	Date of Birth			-			-
		F - Foreign		Date			Month			Year

Designation		C - Chairman-cum-Managing Director
		W - Whole Time Director, S - Secretary, R - Manager
		D - Director, M - Managing Director

Date of

Appointment

Date

Month

Year

Ceasing

Date

Month

Year

Election Commission

Identity Card No.

(if issued)

Residential Address

Town/City

District

State

Pin Code

Residential Address

Town/City

District

State

Pin Code

Residential Address

Town/City

District

LIST OF RELATIVES

Names, addresses, descriptions and occupations of —

Amount paid__________

Name of promoter____________

Name of promoter_____________

Form of statement and particulars to be contained therein

Consideration_______________

Date_________________