PART II A. General Information
IV. Company, management and project—
IV.a. The main object of the company is to establish and carry on the business of manufacture of electric goods and in particular to purchase the business carried on by M/s... described as Vendors hereafter at...
(place).
IV.b. A copy of the memorandum is attached which shall be treated as part of the prospectus and provides full details regarding the objects of the company.
IV.c. The following are the names of the signatories of the memorandum.
(State here the names of the signatories, and shares taken by them should be stated opposite each name)
Directors
(Name, address and description) Bankers
(Name and addresses) Auditors
(Names, addresses and description) Legal Advisers
(Names and addresses)
Secretary and Registered office (Name, Addresses and description)
IV.d. The qualification offered directors is fixed by articles as holding...
unencumbered shares in their own name and remuneration of the Directors is fixed by the Articles as follows:—
(Here give the remuneration fixed by the Articles).
IV.e. The minimum amount which must be raised out of the proceeds of this issue is Rs. ... to provide for the purchase price of the business and other property; Rs. ... for the preliminary expenses and commission
payable to any person in consideration of his agreeing to be a subscriber or for procuring or agreeing to procure subscriptions for shares in the company and Rs. ... for working capital.
IV.f. The shares now for offered subscription have been under written by M/s... at a commission @...% and such commission is payable by the Company. The directors are of the opinion that the resources of the under-writers are sufficient to discharge the underwriting obligations.
IV.g. The business which this company has been formed to acquire was carried on by M/s. BETA, hereinafter called the Vendors, for a total price of Rs... and the purchase price there of is Rs... The deed of the contract is... which can be seen at the registered office of the company during business hours. Out of the total consideration for the purchase of the business Rs... is the price of the goodwill of the business. The remaining assets of the business are valued at Rs...
Stock at cost Rs...
Cash at hand and at
Bank and bills not discounted Rs...
Book debt Rs...
Less trade discounts (...%) Rs...
Book debts (Retail) after allowing for bad
and doubtful debts Rs...
Goodwill Rs...
Leasehold Premises Rs...
Advances on security Rs...
Buildings Rs...
Plant, Equipment, fittings and fixtures Rs...
Vehicles Rs...
Less Trade liabilities Rs...
The books of the firm have been recently examined by M/s. ...
chartered accountants, who have given the following certificate:—
“M/s Beta
We have examined your books and we hereby certify that the net profits of your business for the three years ending (the date)... 20.... have been... A balance sheet made up to this date which is not more than 90 days from date of this issue of prospectus, is attached herewith/mentioned under
Profits for the year ending January...
Profits for the year ending January...
Profits for the year ending January...
Average for the three years.
Yours faithfully ...”
IV.h. The total consideration for purchase of the aforesaid property of the vendors is Rs... payable equally to each of them which consideration shall be satisfied as follows:
Rs... payable to each vendor in cash and the balance shall be satisfied by allotment of... fully paid up shares to each one of the vendors.
IV.i. The Vendors are to pay the preliminary expenses of and incidental to the formation and floating of the company down to the time when it becomes entitled to commence business, exclusive of the under-writing commission above mentioned, and the estimated amount thereof is Rs...
IV.j. The sum of Rs... is to be paid by the vendors to Mr..., in cash, for his service for promotion of the company and Mr... who has joined the directorate at the request of the vendors is to receive from them a sum sufficient to enable him to pay for his qualification shares.
The following material contracts have been entered into by the company within three years of the issue of this prospectus.
Agreement dated... made between the company of the one part and M/s. Beta of the other part for sale of the business referred to above.
V. Objectives
This company has been formed to acquire the business of manufacture of electric goods carried on by M/s Beta at... . This business was founded in... by the predecessors of the present vendors. This business is carried on in well built commodious building situated at... . The premises are held on lease by the Vendors at a low rate of rent. The remarkable development made by the business during the last... years has pursued the vendors to convert it into a limited company. The business will be taken over by the Company as a going concern as from the date of... The working capital of the business together with the sale proceeds of the share now offered to the public will be adequate for the purpose of the company.
It is proposed to continue the business without break or interruption upon the lines which have proved so successful in the past, retaining the services of the present Managers and staff who have so largely contributed to that success.
The vendors have agreed to serve the company as Managing Directors for the period of... years and during the time of their service shall own at least... shares in the capital of the company.
It will appear from the above that there are very good prospects before the business and after making every allowance the company expects to pay a worthy return for the capital invested.
Signature of the Directors.
FORM NO. 1 No. of Company...
THE COMPANIES ACT, 1956
Declaration of Compliance with the Requirements of the Companies
Act, 1956, on application for Registration of a Company (Pursuant to section 33(2))
Name of Company... ...Limited/Private Limited Presented by...
I... of... do solemnly and sincerely declare that I am (a)... who is engaged in the formation of the company, or a person named in the Articles as a Director/Manager/Secretary of the... Limited/
Private Limited.
And that all the requirements of the Companies Act, 1956, and the rules thereunder in respect of matters precedent to the registration of the said company and incidental thereto have been complied with. And I make this solemn declaration conscientiously believing the same to be true.
Date...
Place... Signature
Witness Designation
(a) An advocate of the Supreme Court or the High Court or an attorney or a Pleader entitled to appear before the High Court or a Secretary or a Chartered Accountant in whole time practice is India.
Registration No.
of company...
Nominal Capital Rs...
*State whether director, managing/whole time director, manager or secretary.
—————
100