thoughtworks
Thoughtworks
May 29, 2017
Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus
SECOND SCHEDULE
FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A COMPANY WHICH DOES NOT ISSUE A PROSPECTUS
SECTION 1
FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN
(Pursuant to section 19 of the Companies Act, 2017)
1 | Name of the company |
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2 | Corporate Universal Identification No. CUIN): |
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3 | Registered Office: |
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4 | Telephone No. |
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5 | Fax No. |
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6 | Website Address: |
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7 | E-mail Address: |
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8 | Authorized share capital of the company: |
S. No.
| Kind of shares
| Class of shares
| Face/nominal value Rs.
| Number of shares
| Total Amount (Rs.) | Special rights in case of other than ordinary shares |
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9 | Description of the business to be actually undertaken: |
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10 | Future prospects of the said business: |
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11 | Particulars of chief executive, directors, company secretary, chief accountant, chief financial officer, auditor, legal advisor and managing agent (if any) of the company:
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Name *
| Father’s/ husband’s name
| CNIC No.
| Occupation and directorship in other company ** | Tele. No.
| Cell No.
| Address
| Residential Address ***
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(a) Chief Executive | |||||||
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(b) Directors: | |||||||
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6 |
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7 |
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(c) Company Secretary: | |||||||
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(d) Chief Accountant/Chief Financial Officer: | |||||||
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(e) Auditor(s) of the company: | |||||||
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(f) Legal advisor: — | |||||||
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(g) Managing agent; if any: | |||||||
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12 | Remuneration payable to the persons referred to in 11 above: |
S. No. |
Position in the Company | Remuneration payable | Relevant provision of article, if any | Relevant clause of agreement if any |
(a) | Chief Executive |
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(b) | Directors |
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(c) | Company Secretary |
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(d) | Chief Accountant/Chief Financial Officer |
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(e) | Auditor |
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(f) | Legal Advisor |
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(g) | Managing Agent |
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13 | Number and amount of shares issued, including those agreed to be taken by virtue of Memorandum of Association for cash: |
S. No. | Kind of shares | Class of shares | Face / Nominal Value | Number of shares | Amount | Names of allottee |
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14 | Number and amount of shares agreed to be issued for consideration otherwise than in cash: |
Number of shares
| Face / nominal Value
| Amount
| Details of consideration otherwise, than in cash | Date for exercising the option | To whom option offered
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15 | Commission agreed to be paid for arranging the subscribers of shares: |
Nature of the commission
| Number of shares agreed to be subscribed against the commission | Rate of the commission
| Amount of the commission paid
| Amount of the commission payable | Direct or indirect interest if any, of the persons, stated in clause 11 |
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16 | Number and amount of debentures agreed to be issued for cash: |
Number of debentures
| Face/ Nominal Value
| Amount
| Date for exercising the option
| To whom option offered
| Whether offer accepted Yes / No |
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17 | Number and amount of debentures agreed to be issued for consideration otherwise than in cash: |
Number of debentures
| Face Value | Amount | Details of consideration
| Date for exercising the option | To whom option offered |
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18 | Commission agreed to be paid for arranging the subscribers of debentures: |
Nature of the commission
| Number of debentures agreed to be subscribed against the commission
| Rate of the commission
| Amount of the commission paid
| Amount of the commission payable
| Direct or indirect interest if any, of the persons, stated in clause 11 |
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19 | Details of every agreement entered into since the date of incorporation relating to property or other intangible assets of the value exceeding Rs.100,000/-: |
Name(s) & address(es) of the vendor/purchaser
| Particulars of the property or other intangible assets intended to be purchased or sold | Amount intended to be paid or received in cash
| Consideration | Direct or indirect interest if any, of the persons, stated in clause 11
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20 | Details of all other material contracts executed or intended to be executed by the company: |
S. No.
| Nature of contract
| Dates and places of execution of contracts
| Time and place for inspection of contracts
| Name of the parties to contracts | Important terms & conditions of contracts
| Direct or indirect interest if any, of the persons, narrated in clause 11 |
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(Copies of contracts to be enclosed. If a contract is not reduced in writing, a memorandum,
giving full particulars and if not in English, its translation in English or Urdu shall be enclosed)
21 | In case it is proposed to acquire a running business, net profit / loss of that business as certified by the auditor for the last 5 years: |
Year ended | Amount of net profit / loss
| Business carried on since (date)
| Direct or indirect interest, if any, of the persons, stated in clause 11 |
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22 | Details of preliminary expenses: |
S. No.
| Particulars of payment
| Amount of preliminary expenses
| Paid / Payable to
| Paid by
| Payable by
| Consideration (in cash or kind to be specified) |
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2 |
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23 | Minimum subscription and its proposed utilization |
Amount of minimum subscription |
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Proposed utilization of minimum subscription: - |
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(i) | Price of any property purchased or to be purchased. |
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(ii) | Preliminary expenses payable by the company. |
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(iii) | Commission payable to any person in consideration of his agreeing to subscribe or procure any shares in the company |
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(iv) | Repayment of any moneys borrowed by the company in respect of any of the foregoing matters. |
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(v) | Working capital. |
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(vi) | Other expenditures. |
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24 | Amount to be provided in respect of the matters aforesaid otherwise than out of the proceeds of minimum subscription and the sources out of which those amount to be provided. |
S. No.
| Amount | Source of funds
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25 | . Signatures of the Directors or their agents authorized in writing. |
S. No. | Name | Signature |
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Date: --------------
Note:
*—In case of Auditor and Legal Advisor, being a firm, the name of firm shall be mentioned.
**— The occupation of the individual and the name(s) of the company(s) in which he holds the office of Chief Executive/Director shall be mentioned.
***— In case of Auditor and Legal Advisor, the address of his/its office shall be mentioned.
SECTION 2
REPORTS TO BE SET OUT
1. Where it is proposed to acquire a business, a report made by auditors (who are 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 a subsidiary of the company, a report made by auditors (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other body corporate in respect of each of the five financial years immediately preceding the delivery of the statement to the registrar;
(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 other body corporate’s profits or losses as provided by sub-clause (2), and in addition 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) individual with the profits or losses of each subsidiary, so far as they concern member 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 respects the assets and liabilities of the subsidiaries, the allowance to be made for persons other than members of the company.
SECTION 3
PROVISIONS APPLYING TO SECTIONS 1 AND 2 OF THIS
STATEMENT
3. (1) Every person shall, for the purposes of the statement, 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 statement;
(b) the purchase money is to be paid or satisfied, wholly or in part, out of the proceeds of the issue offered for subscription; or
(c) the contract depends for its validity or fulfilment on the result of that issue.
(2) In case the company was incorporated or the body corporate referred above was established less than five years before the making of the statement, reference to five financial years in sections 1 and 2 shall be deemed replaced for the actual period.
4. Any report required by section 2 of the statement shall either—
(a) indicate by way of note any adjustments as respects and figures of any profits or losses or assets and liabilities dealt with by the report which appears to the person making the report necessary; or
(b) make those adjustments and indicate that adjustments have been made.
5. Any report by auditors required by section 2 of the statement, shall be made by auditors qualified under the Act for appointment as auditors of a company.