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Companies Act, 1956


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

redeemable preference shares.                

The earliest date on which the company has                 

power to redeem these shares.               

Names, addresses, descriptions and occupations of -               

(a) directors or proposed directors ;                  

(b) managing director or proposed managing director ;             

(c) redundant after abolition of the system of managing agent, secretaries and treasurers by Act 17 of 1969, w.e.f. 3-4-1970.                

(d) redundant after abolition of the system of managing agent, secretaries and treasurers by Act 17 of 1969, w.e.f. 3-4-1970.                

(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) 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.

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 ; or Amount paid ......

"      Payable ......

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 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 interests of every director, managing director 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 authorized in writing.)..........................   ...........................

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



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