SCHEDULE III
[See section 70]

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
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 section 70 of the Companies Act, 1956

Delivered for registration by
The nominal share capital of the
Company ……………..Rs…………….. .
Divided into………….. Shares of Rs. each
Shares of Rs. each
Shares of Rs. each
Amount (if any) of above capital Shares of Rs. each
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) (Omitted)
(d) (Omitted)
(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.
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 agreed 1…………….. shares of Rs …
to be issued as fully or partly paid up otherwise than fully paid.
in cash. 2 ……………. shares upon which
Rs per share credited as paid
3 …………….. Debentures Rs……
The consideration for the intended issue of those 4. Consideration:
shares and debentures.
Number, description and arnount of any shares or 1 ………………shares of Rs ………
debentures which any person has or is entitled to be and debentures of Rs ………
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 for sale.
Period during which the option is exercisable. 2. Until
Price to be paid for shares or debentures subscribed 3.
for or acquired under the option.
Consideration for the option or the right to option. 4. Consideration:

Persons to whom the option or the right to option was 5. Names and addresses
given or, if given to existing shareholders or debenture
holders as such, the relevant shares or debentures.
Names, Occupations and addresses of vendors of
property purchased or acquired, 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 the business
intended to be carried on by the Company or the
amount of the purchase money is not material.
Amount (in cash, shares or debentures) payable to
each separate vendor.
Amount (if any) paid or payable (in cash, shares or Total purchase price
debentures) for each such property, specifying amount Rs……………..
(if any) 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 (it any) paid or payable as commission for Amount paid
Subscribing or agreeing to subscribe or procuring Amount payable
or agreeing to procure subscriptions for any shares
or debentures in the company; or
Rate of the commission 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 preceding the date of this statement: provided that in the case of a
business which has been carried on for less than five years and the accounts of which have only
been made up in respect of four years, three years, two years or one year, the above
requirements shall have effect as if references 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.
Estimated 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 Name of promoter:

promoter

Nature and value of benefit:

Consideration for the benefit. Consideration:
Dates of, parties to, and general nature of
(a) (a) Contract appointing or fixing the remuneration of Directors, Managing Director, (*
* *) or Manager; and
(b) every other material contract [other than (i) contract 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 a 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 the promotion 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 persons 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.
(Signatures of the persons above named as directors …………………………….
proposed directors, or of their agents authorised in …………………………….
writing) ………………………………..
Date: …………………………………

PART II
Reports to be Set Out

1. Where it is proposed to acquire a business, a report made by accountants (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
a subsidiary of the Company, a report made by accountants (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 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 subclause (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) the assets and liabilities of the business as at the last date to which the accounts of the
business 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 liabilties; 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.
PART III

Provisions applying to Parts I and II of this Schedule
3. (1) In this Schedule, the expression “vendor” includes a vendor as defined in Part III of
Schedule II
(2) Clause 31 of Schedule 11 shall apply to the interpretation of Part 11 of this Schedule as it
applies to the interpretation of Part 11 of Schedule 11.
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, Part II of this Schedule 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 Part II of this Schedule 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 person making the report
necessary; or
(b) make those adjustments and indicate that adjustments have been made.
6. Any report by accountants required by Part II of this Schedule
(a) shall be made by accountants qualified under this Act for appointment as auditors of a
company; and
(b) shall not be made by any accountant who is an officer or servant, or a partner or in the
employment of an officer or servant, of the company or of a subsidiary of the company’s
holding company.
For the purposes of this clause, the expression “officer” shall include a proposed Director but not
an auditor.