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Sections 37 and 329.
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FOURTH SCHEDULE,
PART I.
MATTERS REQUIRED TO RE STATED IN PROSPECTUS,
1. Except where the prospectus is published as a newspaper advertisement. the contents of the memorandum, with the names, descriptions, and addresses of the signatories, and the number of shares subscribed for by them respectively.
or
2. The number of founders or management deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company.
3. The number of shares, if any, fixed by the articles as the qualification of a director, and any provision in the articles as to the remuneration of the directors.
4. The names, descriptions, and addresses of the directors or proposed directors.
5. Where shares are offered to the public for subscription particulars as to
(i) the minimum amount which, in the opinion of the directors, must he raised by the issue of those shares in order to provide the sums, or. if any part thereof is to be defrayed in any other manner, the balance of the required to be provided in respect of each of the following matters:-
sums
(a) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;
(b) any preliminary expenses payable by the company, and any commission so pay- able to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company;
(c) the repayment of any moneys borrowed by the company in respect of any of the foregoing matters;
(d) working capital; and
(ii) the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.
6. The amount payable on application and allot- ment on each share, and, in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the two preceding years, the amount actually allotted, and the amount, if any, paid on the shares so allotted.
7. The number and amount of shares and de- bentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.
or
8. The names and addresses of the vendors of any property purchased or acquired by the company, proposed so 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
167
completed at the date of issue of the prospectus, 4th Schedule. and the amount payable in cash, shares, or deben---conte. tures, to the vendor, and where there is more than cne separate vendor, or the company. is EL sub- purchaser, the amount so payable to each vendor.
9. The amount, if any, paid or payable as pur. chase money in cash, shares, or debentures, for any such property as aforesaid, specifying the amount, if any, payable for goodwill.
10. The amount, if any, paid within the two preceding years, or payable, as commission (but not including commission to sub-underwriters) for sub- scribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in, or debentures of, the company, or the rate of any such commission.
11. The amount or estimated amount Jiminary expenses.
of pre.
12. The amount paid within the two preceding years or intended to be paid to any promoter, and the consideration for any such payment.
13. The dates of and parties to
every 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
contract entered into more than two years before the date of issue of the prospectus, and a reasonable time and place at which any such material contract or a copy thereof may be inspected.
14. The names and addresses of the auditors, if any, of the company.
15. Full particulars of the nature and extent of the interest, if any, of every director in the promo- tion 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.
16. If the prospectus invites the public to subscribe
for shares in the company and the share capital of the company is divided into different classes of shares, the right of voting at meetings of the com- pany conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.
17. In the case of a company which has been carrying on business, or of a business which has been carried on for less than three years, the length of time during which the business of the company or the business to be acquired, as the case may be, has been carried on.
PART II.
REPORTS TO BE SET OUT IN PROSPECTUS.
1. A report by the auditors of the company with respect to the profits of the company in respect of each of the three financial years immediately preceding the issue of the prospectus, and with respect to the rates of the dividends, if any, paid by the company in respect of each class of shares in the company in respect of each of the said three years, giving particulars of each such class of shares on which such dividends have been paid and particulars
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