Indian Statutes - Chamber Practice.com the Indian Legal Service Provider

Sch. II Part I
MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN.
[See sections 44(2)(a) and 56]

PART II. 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-responsibility 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) Name and address 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 underwritten 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.

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, whole-time 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 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 (E.G., SENSITIVITY TO FOREIGN EXCHANGE RATE FLUCTUATIONS, DIFFICULTY IN AVAILABILITY OF RAW MATERIALS OR IN MARKETING OF PRODUCTS, COST/TIME OVERRUN, ETC.).

Sch. II Part II
MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN.
[See sections 44(2)(a) and 56]

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 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).

3. 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. (i) 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.

(ii) 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 as 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.

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 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 (1) 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, whole-time 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.

Sch. II Part III
MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN.
[See sections 44(2)(a) and 56]
PROVISIONS APPLYING TO PARTS I AND II OF 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 lessor, 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 the 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 or 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 hereinearlier, means financial year. Declaration : That all the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government have been complied with and no statement made in prospectus is contrary to the provisions of Companies Act, 1956, and rules thereunder.

Place : .......... .....................Date : .......... Signature of directors

Schedule III Part 1

[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 Rs. ...................................................................

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

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

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

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

consists of redeemable preference shares

The earliest date on which the company

has power to redeem these shares.

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 ;

(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) and (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.

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

Number and amount of shares and debentures agreed to be issued as fully or partly paid up otherwise than in cash.

The consideration for the intended 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 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

1................. ........ shares of Rs..................

fully paid

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

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

4. Consideration :

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

2. Until

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.

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.

5. Names and addresses .......................

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.

Total purchase price :

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

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

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

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

-----------------------------

Goodwill Rs. ......................................

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 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.

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

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

Rate per cent

Estimated amount of preliminary expenses

By whom those expenses have been paid or are payable.

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

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

Consideration for the benefit

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.

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

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

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

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

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

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

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

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

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

Schedule 3 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.

(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.

Schedule 3 Part III
PROVISIONS APPLYING TO PARTS I AND II OF THIS SCHEDULE

(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.

2. 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 n 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.

3. Any report required by Part II of this Schedule shall either -

(a) indicate by way of note any adjustments as reaper 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.

4. Any report by accountants required by Part n 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 Part I

[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

Divided into

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

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

..................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 ;

(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

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

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.

By whom those expenses have been paid or are payable

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

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

Consideration for the benefit

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

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

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

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

Nature and value of benefit

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

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

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

Consideration for the issue of those share or debentures

Number, description and amount of any shares or debentures which may 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 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, 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.

1. .......................... shares of Rs. ...............

fully paid.

2. .......... shares upon which Rs. .................

per share credited as paid

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

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

1........................... shares or Rs..................

and ......................... debentures of

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

2. Until

4. Consideration

5. Names and addresses

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

Amount paid or payable in cash, shares or debentures for each such property, specifying the amount paid or payable for goodwill.

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

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

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

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

------------------------------

Goodwill Rs. ........................................

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 contracts entered into in the ordinary course of the business intended to be carried on by the company or (�) 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 beings 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 .............................

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

Sch. IV Part II
FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A PRIVATE COMPANY OR BECOMING; A PUBLIC COMPANY AND REPORTS TO BE SET OUT THEREIN
[See section 44(2)(b)]

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.

(1) If un-issued shares or debenture 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 whole with the combined assets and liabilities of subsidiary, 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.

Sch. IV Part III
FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A PRIVATE COMPANY OR BECOMING; A PUBLIC COMPANY AND REPORTS TO BE SET OUT THEREIN
[See section 44(2)(b)]

PROVISIONS APPLYING TO PARTS I AND II OF THIS SCHEDULE.

(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 reference 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.

Sch. V Part I
ANNUAL RETURN.
[See section 159]
ANNUAL RETURN CONTENTS AND FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL.

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 up to 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 incorporation of the company by persons who are still members or debenture holers respectively, the dates or 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 in 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 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.

Schedule VI Part 1

[See section 211]

PART I FORM OF BALANCE SHEET

The balance sheet of a company shall be either in horizontal form or vertical form :

A. HORIZONTAL FORM

BALANCE SHEET OF .....................................................................

[Here enter the name of the company]

AS AT ...............................................................................................

[Here enter the date as at which the balance sheet is made out]

Instructions in accordance with which liabilities should be made out

LIABILITIES ASSETS

Figures for the previous year Rs. (b) Figures for the current year Rs. (b) Figures for the previous year Rs. (b) Figures for the current year Rs. (b) Instructions in accordance with which assets should be made out

*Terms of redemption or conversion (if any) of any redeemable preference capital to be stated together with earliest date of redemption or conversion

Particulars of any option on unissued share capital to be specified.

Particulars of the different classes of preference shares to be given

Specify the source from which bonus shares are issued, e.g., capitalisation of profits or Reserves or from Share Premium Account.

Any capital profit on reissue of forfeited shares should be transferred to Capital Reserve

*SHARE CAPITAL

Authorised ........ shares

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

Issued (distinguishing between the various classes of capital and stating the particulars specified below, in respect of each class).....shares of Rs................. each

Subscribed (distinguishing between the various classes of capital and stating the particulars specified below, in respect of each class). (c) ............ shares of

Rs....................each

Rs..................called up.

Of the above shares ..................... shares are allotted as fully paid-up pursuant to a contract without payments being received in cash.]

Of the above shares ............. shares are allotted as fully paid-up by way of bonus shares*

Less: Calls unpaid :

*[(i) By managing agent or secretaries and treasurers and where the managing agent or secretaries and treasurers are a firm, by the partners thereof, and where the managing agent or secretaries and treasurers are a private company, by the directors or members of that company.]

(ii) By directors.

(iii) By others.

Add : Forfeited shares (amount originally paid up.)

*FIXED ASSETS

Distinguishing as far as possible between expenditure upon (a) goodwill, (b) land, (c), buildings, (d) leaseholds, (e) railway sidings, (f) plant and machinery, (g) furniture and fittings, (h) development of property, (i) patents, trade marks and designs, (j) livestock, and (k) vehicles, etc

*Under each head the original cost, and the additions thereto and deductions therefrom during the year, and the total depreciation written off or provided up to the end of the year to be stated.

Where the original cost aforesaid and additions and deductions thereto, relate to any fixed asset which has been acquired from a country outside India, and in consequence of a change in the rate of exchange at any time after the acquisition of such asset, there has been an increase or reduction in the liability of the company, as expressed in Indian currency, for making payment towards the whole or a part of the cost of the asset or for repayment of the whole or a part of moneys borrowed by the company from any person, directly or indirectly, in any foreign currency specifically for the purpose of acquiring the assets (being in either case the liability existing immediately before the date on which the change in the rate of exchange takes effect), the amount by which the liability is so increased or reduced during the year, shall be added to, or, as the case may be, deducted from the cost, and the amount arrived at after such addition or deduction shall be taken to be the cost of the fixed asset.

Explanation 1 : This paragraph shall apply in relation to all balance-sheets that may be made out as at the 6th day of June, 1966, or any day thereafter and where, at the date of issue of the notification of the Government of India, in the Ministry of Industrial Development and Company Affairs (Department of Company Affairs) G.S.R. No. 129, dated the 3rd day of January, 1968, any balance sheet, in relation to which the paragraph applies, has already been made out and laid before the company in Annual General Meeting, the adjustment referred to in this paragraph, may be made in the first balance sheet made out after the issue of the said notification.

Explanation 2 : In this paragraph, unless the context otherwise requires, the expressions "rate of exchange ", "foreign currency", and "Indian currency", shall have the meanings respectively assigned to them under sub-section (12) of section 43A of the Income-tax Act, 1961 (43 of 1961), and Explanation 2 and Explanation 3 of the said sub-section shall, as far as may be, apply in relation to the said paragraph as they apply to the said sub-section (1),

In every case where the original cost cannot be ascertained, without unreasonable expense or delay, the valuation shown by the books shall be given. For the purposes of this paragraph, such valuation shall be the net amount, at which an asset stood in the company's books at the commencement of this Act after deduction of the amounts previously provided or written off for depreciation or diminution in value, and where any such asset is sold, the amount of sale proceeds shall be shown as deduction.

Where sums have been written off on a reduction of capital or a revaluation of assets, every balance sheet, (after the first balance sheet) subsequent to the reduction or revaluation shall show the reduced figures and with the date of the reduction in place of the original cost.

Each balance sheet for the first five years subsequent to the date of the reduction, shall show also the amount of the reduction made.

Similarly, where sums have been added by writing up the assets, every balance sheet subsequent to such writing up shall show the increased figures with the date of the increase in place of the original cost. Each balance sheet for the first five years subsequent to the date of writing up shall also show the amount of increase made.

Explanation : Nothing contained in the preceding two paragraphs shall apply to any adjustment made in accordance with the second paragraph

*Additions and deductions since last balance sheet to be shown, under each of the specified heads.

The word "fund" in relation to any "Reserve" should be used only where such Reserve is specifically represented by earmarked investments.

Loans from Directors, *[the Managing Agents, Secretaries and Treasurers, Manager should be shown separately.

Interest accrued and due on Secured Loans should be included under the appropriate sub-heads under the head 'SECURED LOANS".]

*The nature of the security to be specified in each case.

Where loans have been guaranteed by *[managing agents, secretaries and treasurers,] managers and/or directors, a mention thereof shall also be made and also the aggregate amount of such loans under each head.

Terms of redemption or conversion (if any) of debentures issued to be stated together with earliest date of redemption or conversion.

*RESERVES AND SURPLUS :

(1) Capital Reserves.

(2) Capital Redemption Reserve.

(3) Share Premium Account (cc)

(4) Other reserves specifying the nature of each reserve and the amount in respect thereof.

Less : Debit balance in profit and loss account (if any).

(5) Surplus, i.e., balance in profit and loss account after providing for proposed allocations, namely :-

Dividend, bonus or reserves.

(6) Proposed additions to reserves.

SECURED LOANS:

*(1) Debentures

*(2) Loans and advances from banks.

*(3) Loans and advances from subsidiaries.

(4) Other loans and advances.

INVESTMENTS :

Showing nature of investment and mode of valuation, for example cost or market value and distinguishing between -

*(1) Investments in Government or Trust Securities.

*(2) Investments in shares, debentures or bonds (showing separately shares, fully paid-up and partly paid-up and also distinguishing the different classes of shares and showing also in similar details investments in shares, debentures or bonds of subsidiary companies.

(3) Immovable properties.

(4) Investments in the capital of partnership firms

(5) Balance of unutilised monies raised by issue

CURRENT ASSETS, LOANS AND ADVANCES

(A) CURRENT ASSETS

(1) Interest accrued on Investments.

(2) Stores and spare parts.

[(3) Loose tools.

(4) Stock-in-trade.

(5) Works-in-progress

(6) Sundry debtors -

(A) Debts outstanding for a period exceeding six months.

(b) Other debts.

[Less: Provision

[(7A) Cash balance on hand.

(7B) Bank balances -

(a) with Scheduled banks; and

(b) with others.]

*Aggregate amount of company's quoted investment and also the market value thereof shall be shown.

Aggregate amount of company's unquoted investments shall also be shown.

{All unutilised monies out of the issue must be separately disclosed in the balance sheet of the company indicating the form in which such unutilised funds have been invested]

Mode of valuation of stock shall be stated and the amount in respect of raw material shall also be stated separately where practicable.

**Mode of valuation of works-in-progrees shall be stated.

In regard to sundry debtors particulars to be given separately of -(a) debts considered good and in respect of which the company is fully secured; and (b) debts considered good for which the company holds no security other than the debtor's personal security; and (c) debts considered doubtful or bad. Debts due by directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member to be separately stated.

[Debts due from other companies under the same management within the meaning of sub-section (1B) of section 370, to be disclosed with the names of the companies.]

The maximum amount due by directors or other officers of the company at any time during the year to be shown by way of a note.

The [provisions] to be shown under this head should not exceed the amount of debts stated to be considered doubtful or bad and any surplus of such [provision], if already created, should be shown at every closing under "Reserves and Surplus" (in the Liabilities side) under a separate sub-head "Reserve for Doubtful or Bad Debts".

[*In regard to bank balances, particulars to be given separately of-

(a) the balances lying with Scheduled Banks on current accounts, call accounts, and deposit accounts,

(b) the names of the bankers other than Scheduled Banks and the balance lying with each such banker on current accounts, call accounts and deposit accounts and the maximum amount outstanding at any time during the year from each such banker; and

(c) the nature of the interest, if any, of any director or his relative [or the managing agent/secretaries and treasurers of any associate of the latter] in each of the bankers (other than Scheduled Banks) referred to in (b) above.]

Loans from Directors, *[the Managing agents, secretaries and treasurers,] manager should be shown separately.-

Interest accrued and due on Unsecured Loans should be included under the appropriate sub-heads under the head "UNSECURED LOANS".

UNSECURED LOANS:

(1) Fixed deposits.

(2) Loans and advances from subsidiaries.

(3) Short-term loans and advances:

(a) From Banks.

(b) From others

(4) Other loans and advances:

(a) From Banks.

(b) From others.

All unutilised monies out of the issue must be separately disclosed in the balance sheet of the company indicating the form in which such unutilised funds have been invested.

The above instructions regarding "Sundry Debtors" apply to "Loans and Advances" also.

*See note (d) at foot of Form.

CURRENT LIABILITIES AND PROVISIONS :

A. CURRENT LIABILITIES :

(1) Acceptances.

(2) Sundry creditors.

(3) Subsidiary companies.

(4) Advance payments and unexpired discounts for the portion for which value has still to be given e.g., in the case of the following classes of companies :-

Newspaper, Fire Insurance, theatres, clubs, banking, steamship companies, etc.

(B) LOANS AND ADVANCES

(8) [i] Advances and loans to subsidiaries.

[II] Advances and loans to partnership firms in which the company or any of its subsidiaries is a partner.]

(9) Bills of Exchange.

(10) Advances recoverable in cash or in kind or for value to be received, e.g., rates, taxes, insurance, etc.

(11) [Balances on current account with managing agents or secretaries and treasurers]

(12) Balances with customs, port trust, etc. (where payable on demand)

(5) Unclaimed dividends.

(6) Other liabilities (if any

(7) Interest accrued but not due on loans.

B. PROVISIONS

(8) Provision for taxation.

(9) Proposed dividends.

(10) For contingencies.

(11) For provident fund scheme.

(12) For insurance, pension and similar staff benefit schemes.

(13) Other provisions.

[A foot note to the balance-sheet may be added to show separately :-

(1) Claims against the company not acknowledged as debts.

(2) Uncalled liability on shares partly paid.]

The period for which the dividends are in arrear or if there is more than one class of shares, the dividends on each such class are in arrear, shall be stated.

The amount shall be stated before deduction of income-tax, except that in the case of tax-free dividends the amount shall be shown free of income-tax and the fact that it is so shown shall be stated.

The amount of any guarantees given by the company on behalf of directors or other officers of the company shall be stated and where practicable, the general nature and amount of each such contingent liability, if material, shall also be specified.

(3) Arrears of fixed cumulative dividends.

(4) Estimated amount of contracts remaining to be executed on capital account and not provided for.

(5) Other money for which the company is contingently liable.

MISCELLANEOUS EXPENDITURE : (to the extent not written off [or adjusted]):

(1) Preliminary expenses.

(2) Expenses including commission on brokerage on underwriting or subscription of shares or debentures.

(3) Discount allowed on the issue of shares or debentures.

(4) Interest paid out of capital during construction (also stating the rate of interest).

(5) Development expenditure not adjusted.

(6) Other items (specifying nature),

PROFIT AND LOSS ACCOUNT

Show here the debit balance of profit and loss account carried forward after deduction of the uncommitted reserves, if any.

NOTES

General instructions for preparation of balance sheet

(a) The information required to be given under any of the items or sub-items in this Form, if it cannot be conveniently included in the balance sheet itself, shall be furnished in a separate Schedule or Schedules to be annexed to and to form part of the balance sheet. This is recommended when items are numerous.

(b) Naye Paise can also be given in addition to Rupees, if desired.

(c) In the case of [subsidiary companies] the number of shares held by the holding company as well as by the ultimate holding company and its subsidiaries must be separately stated.

The auditor is not required to certify the correctness of such shareholdings as certified by the management.

(cc) The item "Share Premium Account" shall include details of its utilisation in the manner provided in section 78 in the year of utilisation. color=#ff0000 face=Tahoma size=2>]

(d) Short-term loans will include those which are due for not more than one year as at the date of the balance sheet.

(e) Depreciation written off or provided shall be allocated under the different asset heads and deducted in arriving at the value of fixed assets.

f) Dividends declared by subsidiary companies after the date of the balance sheet "[should] not be included unless they are in respect of period which closed on or before the date of the balance sheet.

(g) Any reference to benefits expected from contracts to the extent not executed shall not be made in the balance sheet but shall be made in the Board's report.

(h) The debit balance in the Profit and Loss Account shall be shown as a deduction from the uncommitted reserves, if any.

(i) As regards Loans and Advances, '[amounts due by the Managing Agents or Secretaries and Treasurers, either severally or jointly with any other persons to be separately stated;] "[the amounts due from other companies under the same management within the meaning of sub-section (1B) of section 370 should also be given with the names of the companies] the maximum amount due from every one of these at any time during the year must be shown.

(j) Particulars of any redeemed debentures which the company has power to issue should be given.

(k) Where any of the company's debentures are held by a nominee or a trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the books of the company shall be stated.

(l) A statement of investments (whether shown under "Investment" or under "Current Assets" as stock-in-trade) separately classifying trade investments and other investments should be annexed to the balance sheet, showing the names of the bodies corporate (indicating separately the names of the bodies corporate under the same management) in whose shares or debentures, investments have been made (including all investments, whether existing or not, made subsequent to the date as at which the previous balance sheet was made out) and the nature and extent of the investment so made in each such body corporate; provided that in the case of an investment company, that is to say, a company whose principal business is the acquisition of shares, stock, debentures or other securities, it shall be sufficient if the statement shows only the investments existing on the date as at which the balance sheet has been made out. In regard to the investments in the capital of partnership firms, the names of the firms (with the names of all their partners, total capital and the shares of each partner), shall be given in the statement.]

(m) If, in the opinion of the Board, any of the current assets, loans and advances have not value on realisation in the ordinary course of business at least equal to the amount at which they are stated, the fact that the Board is of that opinion shall be stated.

(n) Except in the case of the first balance sheet laid before the company after the commencement of the Act, the corresponding amounts for the immediately preceding financial year for all items shown in the balance sheet shall be also given in the balance sheet. The requirement in this behalf shall, in the case of companies preparing quarterly or half-yearly accounts, etc., relate to the balance sheet for the corresponding date in the previous year.

(o) The amounts to be shown under Sundry Debtors shall include the amounts due in respect of goods sold or services rendered or in respect of other contractual obligations but shall not include the amounts which are in the nature of loans or advances.

[(p) Current accounts with directors *[, managing agents, secretaries and treasurers] and manager, whether they are in credit, or debit, shall be shown separately.]

[B. VERTICAL FORM

Name of Company .........................................

Balance Sheet as at .......................................

Schedule No.

Figures as at the end of current financial year Figures as at the end of previous financial year

1 2 3 4 5

I. Sources of Funds

(1) Shareholders' funds :

(a) Capital

(b) Reserves and surplus

(2) Loan funds

(a) Secured loans

(b) Unsecured loans

TOTAL

II. Application of funds

(1) Fixed assets :

(a) Gross; block

(b) Less : Depreciation

(d) Capital work-in-progress

(2) Investments

(3) Current assets, loans and

advances :

(a) Investories

(b) Sundry debtors

(d) Other current assets

(e) Loans and advances

Less :

Current liabilities and provisions:

(a) Liabilities

(b) Provisions

(4) (a) Miscellaneous expenditure to

the extent not written off or

adjusted

(b) Profit and loss account

TOTAL

Notes :

1. Details under each of the above items shall be given in separate Schedules. The Schedules shall incorporate all the information required to be given under A-Horizontal Form read with notes containing general instructions for preparation of balance sheet.

2. The Schedules, referred to above, accounting policies and explanatory notes that may be attached shall form an integral part of the balance sheet.

3. The figures in the balance sheet may be rounded off to the nearest '000' or '00' as may be convenient or may be expressed in terms of decimals of thousands.

4. A footnote to the balance sheet may be added to show separately contingent liabilities.]

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