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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 clause (b) of sub-section (2) of section 44 of the Companies Act, 1956 

Delivered for registration by  

The nominal share capital of the company Rs...........................

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

          "             "          "                 "

          "             "          "                 "

          "             "          "                 "

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

The earliest date on which the company has power to redeem these shares    

Names, addresses, descriptions and occupations of -       

(a)      directors or proposed directors ;    

(b)      managing director or proposed managing director ;         

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

(d)      Redundant after the 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              

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

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  that 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.

Consideration for the issue of those shares or debentures.        

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

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  or sale. 

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

Period during which the option is exercisable.      

2.       Until. Price to be paid for shares or debentures subscribed  for or acquired under the option.       

3.       Consideration for the option or right to option.     

4.       Consideration : Persons to whom the option or the right to option  was given or, if given to existing shareholders or debenture-holders as such, the relevant shares or   debentures.         

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

Names, addresses, descriptions and occupations of vendors of property (1) purchased or acquired by the company within the two years preceding the date of this statement or (2) agreed or proposed to be purchased or acquired by the company, except where the contract for its purchase or acquisition was entered into in the ordinary course of business and there is no connection between the transaction and the company ceasing to be a private company or where the amount of the purchase money is not material.          

Amount (in cash, shares or debentures) paid or  payable to each separate vendor.     Total purchase price Rs...........

Amount paid or payable in cash, shares or debentures  for each such property, specifying  the amount paid or payable for goodwill.           Cash                Rs...........   Shares              Rs............  Debentures       Rs...........   Goodwill           Rs............      

Short particulars of every  transaction relating to each such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company had any interest direct or indirect.   

Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company ; or rate of the commission.            

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

Amount payable ....................  Rate per cent ....................

The number of shares, if any, which persons have agreed to subscribe for a commission.      

If it is proposed to acquire any business, the amount, as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of the five years immediately 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 or manager ; and  

(b) every other material contract [other than (i) contracts entered into in the ordinary course of the business intended to be carried on by the company or (ii) entered into more than two years before the delivery of this statement].  

Time and place at which (1) the contracts or copies thereof ; or (2)(i) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (ii) in the case of a contract wholly or partly in a language other than English, a copy of translation thereof in English or embodying a translation in English of the parts in the other language, as the case may be, being a translation certified in the prescribed manner to be a correct translation, may be inspected.      

Names and addresses of the auditors of the company (if any).   

Full particulars of the nature and extent of the interest of every director, managing director or manager, in any property purchased or acquired by the company within the two years preceding the date of this statement or proposed to be purchased or acquired by the company or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered or to be rendered to the company by him or by the firm.         

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, which ever 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 above named as directors  or proposed directors, or of their agents authorized in writing.)        ......................................

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



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