1. (1) Save as provided in clause 31, the contents of the memorandum, with the names, addresses, descriptions and occupations of the signatories to the memorandum and the number of shares subscribed for by them.
(2) The number and value of shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company.

2. Description of business to be undertaken and its prospectus.

3. Any provision in the articles as to remuneration of the directors, whether for their services to the company as directors or chief executive or otherwise.

4. (1) The names, addressees, descriptions, occupations of--
(a) the directors or proposed directors;
(b) the chief executive or proposed chief executive, if any,
(c) the managing agent, or proposed managing agent, if any (where permissible);
(d) the secretary or proposed secretary, if any:

Where any such person is already a director, chief executive or other officer of any other company, the name of such other company and the office held therein.

(2) Any provision in the articles or in any contract which has been entered into as to the appointment of a chief executive, managing agent, if any, or secretary, the remuneration payable to him or them, and the compensation, if any, payable to him or them for loss of office.

5. Where shares are offered to the public for subscription, particulars as to --
(a) the minimum amount which, in the opinion of the directors or of the signatories of the memorandum arrived at after due inquiry, must be 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 sums, required to be provided in respect of each of the following heads and distinguishing the amount required under each head:--
(i) 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;
(ii) any preliminary expenses payable by the company, and any commission so payable 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;
(iii) the repayment of any moneys borrowed by the company in respect of any of the foregoing matters;
(iv) working capital;
(v) any other expenditure, stating the nature and purpose thereor and the estimated amount in each case; and
(b) 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 date and time of the opening and closing of the subscription list.

7. The amount payable on application 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.

8. The substance of any contract or arrangement, or proposed contract or arrangement, whereby any option or preferential right of any kind has been or is proposed to be given to any person to subscribe for any shares in or debentures of, the company, giving the number, description and amount of any such shares or debentures and including the following particulars of the option or right--
(a) the period during which the option or right is exercisable;
(b) the price to be paid for shares or debentures subscribed for under the option or right;
(c) the consideration, if any, given or to be given for the option or right or for the right thereto;
(d) the names, addresses. descriptions and occupations of the persons to whom the option or right or the right thereto has been given or is proposed to be given or, if given to existing shareholders or debenture holders as such, the description and numbers of the relevant shares or debentures;
(e) any other material fact or circumstances relevant to the grant of the option or right.

Explanation: Subscribing for shares or debentures shall for the purposes of this clause, include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.

9. The number, description, the amount of shares and debentures 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 agreed to be issued.

10. The amount paid or payable by way of premium, if any, on each share which has been issued within the two years preceding the date of the prospectus, or is to be issued, stating the dates or proposed dates of issue and. where some shares have been or are to be issued at premium and other shares of the same class at a lower premium, or at par or at a discount, the reasons for the differentiation and how any premium received have been or are to be disposed of.

11. Where any issue of shares or debentures is underwritten, the names of the underwriters, and the opinion of the directors that the resources of the underwriters are sufficient to discharge their obligations.

12. (1) As respects any property to which this clause applies--
(a) the names, addresses, descriptions and occupations of the vendors;
(b) the amount paid or payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor specifying separately the amount. if any, paid or payable for goodwill;
(c) the nature of the title or interest in such properly acquired or to be acquired by the company;
(d) short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the company or any person who is, or was at the time of the transaction, promoter or a director or proposed director of the company had any interest. direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction.

(2) The property to which sub-clause (1) applies is property purchased or acquired by the company or proposed 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 completed at the date of the issue of the prospectus, other than property.
(a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or (b) as respects which the amount of the purchase money is not material.

(3) For the purposes of this clause, where any of the vendors is a firm, the members of the firm shall not be treated as separate vendors.

13. The amount, if any, or the nature and extent of any consideration paid within the two preceding years, or payable, as commission to any person (including commission so paid or payable to any sub-underwriter, who is a promoter or officer of the company) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for any shares in, or debentures of the company; and giving also the following particulars, namely:
(a) the name, address, description and occupation of each such person;
(b) particulars of the amounts which each has underwritten or sub underwritten as aforesaid;
(c) the rate of the commission payable to each for such underwriting or sub underwriting;
(d) any other material term or condition of the underwriting or sub underwriting contract with each such person; and
(e) when any such person is a company or a firm, the nature of any interest, direct or indirect, in such company or firm of any promoter or officer of the company in respect of which the prospectus is issued.

14. (1) Save as provided in clause 31, the amount or estimated amount of preliminary expenses and the persons by whom any of the expenses have been paid or are payable.

(2) Save as aforesaid the amount or estimated amount of the expenses of the issue and the persons by whom any of these expenses have been paid or are payable.

15. Any amount or benefit paid or given within the two preceding years, or intended to be paid or given, to any promoter or officer, and the consideration for the payment or the giving of the benefit.--
(a) every contract appointing or fixing the remuneration of a chief executive, managing agent, if any or secretary whenever entered into, that is to say, whether within or more than, two years before the date of the prospectus;
(b) every other material contract, not being a contract entered into in the ordinary course of the business carried on by the company or a contract entered into more than two years before the date of the prospectus.
(2) A reasonable time and place at which any such contract or a copy thereof may be inspected.

17. The names and addresses of the auditors and legal advisers, if any, of the company.

18. (1) Full particulars of the nature and extent of the interest, if any, of every director or promotor--
(a) in the promotion of the company; or
(b) in any property acquired by the company within two years of the date of the prospectus or proposed to be acquired by it.
(2) Where the interest of such a director or promoter consists in being a member of a firm or company, the nature and extent of the interest of the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company 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 or company in connection with the promotion or formation of the company.

19. The right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to shares.

20. Where the articles of the company impose any restrictions upon the members of the company in respect of right to attend speak or vote at meetings of the company or of the right to transfer shares, or upon the directors of the company in respect of their powers of management, the nature and extent of those restrictions.

21. (1) In case of a company which has been carrying on business, the length of time during which the business of the company has been carried on.
(2) If the company proposes to acquire a business which has been carried on for less than three years, the length of time during which the business has been carried on.

22. (1) If any reserves or profits of the company or any of its subsidiaries have been capitalized, particulars of the capitalization.
(2) Particulars of the surplus arising from any revaluation of the assets of the company or any of its subsidiaries done before the date of the prospectus and the manner in which such surplus has been applied, adjusted or treated.

23. A reasonable time and place at which copies of all balance-sheets and profits and loss accounts, if any, on which the report of the auditors under section 2 of this Part is based, may be inspected.

24. The principal purposes for which the net proceeds of the issue are intended to be used and approximate amount intended to be used for each such purpose.

25. If any of the shares are to be issued otherwise than for cash, the general purpose of the distribution, the basis upon which these shares are to be offered, the amount of compensation and by whom they are to be borne.

26. A summary in columnar form of the earnings of the company or the company and its subsidiaries consolidated or otherwise as appropriate, for each of the last three financial years of the company.

27. Pending legal proceedings, other than ordinary. routine litigation incidental to the business, to which the company or any of its subsidiaries is a party.

28. (1) A report by the auditors of the company with respect to--
(a) profits and losses and assets and liabilities in accordance with sub-clause (2) or (3) of this clause, as the case may require; and
(b) the rates of the dividends, if any, paid by the company, in respect of each class of shares in the company for each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years;
and. if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, containing a statement of that fact. If the company has no subsidiaries, the report shall-
(a) so far as regards profits and losses, deal with the profits or losses of the company (distinguishing items of a non-recurring nature) for each of the five financial years immediately preceding the issue of the prospectus; and
(b) so far as regards assets and liabilities, deal with the assets and liabilities of the company at the last date to which the accounts of the company were made up.

(2) If the company has subsidiaries, the report shall-
(a) so far as regards profits and losses, deal separately with the company's profits or losses as provided by sub-clauses (2) and in addition, deal either--
(i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the company, or
(ii) individually with the profits or losses of each subsidiary., so far as they concern members of the company.
or instead of dealing separately with the company's profits or losses, deal as a whole with the profits or losses of the company. and so far as they concern members of the company, with the combined profits or losses of its subsidiaries; and
(b) so far as regards assets and liabilities, deal separately with the company'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 company'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 allowances to be made for persons other than members of the company.

29. If any shares have been or are to be issued or the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly--
(i) in the purchase of any business; or
(ii) in the purchase of an interest in any business: and by reason of that purchase or anything to be done in consequence thereof, or in connection therewith. the company will become entitled to an interest. as respects either the capital or profits and losses or both, in such business exceeding fifty per cent. thereof',
a report made by auditors (who shall be named in the prospectus) upon--
(a) the profits or losses of the business for each of the five financial years immediately preceding the issue of the prospectus; and
(b) the assets and liabilities of the business at the last date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the prospectus.

30. (1) If--
(a) the proceeds; or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and
(b) by reason of that acquisition or any thing to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the company;
a report made by auditors (who shall be named in the prospectus) upon--
(i) the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the prospectus; and
(ii) the assets and liabilities of the other body corporate at the last date to which its accounts were made up.

(2) The said report shall--
(a) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and
(b) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by sub-clause (3) of clause 28 in relation to the company and its subsidiaries.
30A. The Chief Executive and the Chief Financial Officer of the company shall certify that the prospectus constitutes a full, true and plain disclosure of all material facts relating to the securities offered by the prospectus.

30B. An underwriter of an issue or offering for which a prospectus is prepared shall be deemed to have given his consent to the issue of the prospectus and the underwriter shall certify that to the best of his knowledge, information and belief, the prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus."

31. Clause 1 (so far as it relates to particulars of the signatories of the memorandum and the shares subscribed for by them) and clause 14 (so far as it relates to preliminary expenses) of this Schedule shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business.

32. Every person shall, for the purposes of this Part, 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 prospectus;
(b) the purchase money is to be paid or satisfied, wholly or in part, out of the proceeds of the issue offered for subscription by the prospectus; or
(c) the contract depends for its validity. or fulfillment on the result of that issue.

33. Where any property, to be acquired by the company is to be taken on lease, this Part shall have effect as if "vendor" included the lessor, "purchase money" included the consideration for the lease, and "sub-purchaser" included a sub-lessee.

34. If, in the case of a company which has been carrying on business, or of a business which has been carried on for less than five financial years, the accounts of the company or business have only been made up in respect of four such years, three such years, two such years or one such year, section 2 of this Part shall have effect as if reference to four financial years, three financial years, two financial years or one financial year, as the case may be, were substituted for reference to five financial years.

35. Where the five financial years immediately preceding the issue of the prospectus which are retorted to in section 2 of this Part or in this section cover a period of less than five years, references to the said five financial years in either section shall have effect as if references to a number of financial years the aggregate period covered by which is not less than five years immediately preceding the issue of the prospectus were substituted for references to the five financial years aforesaid.

36. Any report required by section 2 of this Part shall either--
(a) indicate by way of note any adjustments as respects the figures of any profit s or losses or assets and liabilities dealt with by the report which appears to the persons making the report necessary, or
(b) make those adjustments and indicate that adjustments have been made.

37. Any report by auditors required by section 2 of this Part--
(a) shall be made by auditors qualified under the Ordinance for appointment as auditors of the company, and
(b) shall not be made by any auditor who is an officer or servant, or a partner or in the employment of an officer or servant, of the company or of the company's subsidiary or holding company or of a subsidiary of the company's holding company.
For the purposes of this clause, "officer" shall include a proposed director but not an auditor.

PART II
FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A COMPANY WHICH DOES NOT ISSUE A PROSPECTUS OR WHICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED, AND REPORTS TO BE SET OUT THEREIN

SECTION I

FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN

(Pursuant to section 69 of the Companies Ordinance, 1984)

1. Where it is proposed to acquire a business, a report made by auditors (who shall be 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 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 an d liabilities of the other body corporate in accordance with sub-clause (2) or (3) of this clause, as the case may require, indicating how the profit or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.

(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) individually with the profits or losses of each subsidiary, so far as they concern members 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;
(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.

3. (1) In this Part, the expression "vendor" includes a vendor as defined in section 3 of Part 1.
(2) Clause 35 of Part I shall apply to the interpretation of section 2 of this Part as it applies to the interpretation of section 2 of Part 1.

4. If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than five financial years, the accounts of the business or body corporate have only been made up in respect of four such years, three such years, two such years or one such year, section 2 of this Part shall have effect as if reference to four financial years, three financial years, two financial years or one financial year, as the case may be, were substituted for references to five financial years.

5. Any report required by section 2 of this Part shall either--
(a.) indicate by way of note any adjustments as respects the 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.

6. Any report by auditors required by section 2 of this Part--
(a) shall be made by auditors qualified under the Ordinance for appointment as auditors of a company; and
(b) shall not be made by any auditor who is an officer or servant, or a partner or in the employment of an officer or servant, of the company or of the company's subsidiary or holding company or of a subsidiary of the companies holding company.

For the purposes of this clause, "officer" shall include a proposed director but not an auditor.

PART III
FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A PRIVATE COMPANY ON BECOMING A PUBLIC COMPANY AND REPORTS TO BE SET OUT THEREIN
THE COMPANIES ORDINANCE, 1984
SECTION I
FORM OF STATEMENT AND THE PARTICULARS TO BE CONTAINED
THEREIN
(Pursuant to section 45 of the Companies Ordinance, 1984)

SECTION 2
REPORTS TO BE SET OUT

1. If unissued shares or debentures of the company are to be applied in the purchase of a business, a report made by auditors (who shall be 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) If unissued shares or debentures of the company are to be applied directly or indirectly in any manner resulting in the acquisition of 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 accordance with sub-clause (2) or (3) of this clause, as the case may require, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of a company, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be required.
(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 the other body corporate's profits or losses, as provided by sub-clause (2), and in addition deal 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) individually with the profits or losses of each subsidiary, so far as they concern members 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.

3. (1) In this Part, the expression "vendor" includes a vendor as defined in section 3 of
Part I.
(2) Clause 35 of Part I shall apply to the interpretation of sections 1 and 2 of this Part as it applies to the interpretation of Part I.

4. If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than five financial years, the accounts of the business or body corporate have only been made up in respect of four such years, three such years, two such years or one such year, sections 1 and 2 of this Part shall have effect as if references to four financial years, three financial years, two financial years or one financial year, as the case may be, were substituted for references to five financial years.

5. Any report required by section 2 of this Part shall either--
(a) indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary;
(b) make those adjustments and indicate that adjustments have been made.

6. Any report by auditors required by section 2 of this, part shall--
(a) be made by auditors qualified under the Ordinance for appointment as auditors of a company; and
(b) shall not be made by any auditor who is an officer or servant or a partner or in the employment of an officer or servant. of the company. or of the company's subsidiary or holding company or of a subsidiary of the company's holding company.

For the purposes of this clause, "officer" shall include a proposed director but not an auditor.