Page 97 - DCOM106_COMPANY_LAW

Company Law

Notes (vi) Stock market data for shares/debentures of the company including high and low
price in each of the last three years and, monthly high and low during the last six
months, if applicable.
(vii) Names, addresses and occupation of managing directors, whole-time directors, other
directors including nominee directors and manager, mentioning any directorship
held in other company, in each case.
(viii) Plant and machinery, technology, process, etc.
(ix) Infrastructure facilities for raw materials and utility like water and electricity.

(x) Schedule of implementation of the project and the progress made so far, giving
relevant details like land acquisition, civil construction, installation of plant and
machinery, trial production, date of commercial production, etc.
(xi) Approach to marketing and proposed marketing setup.
(xii) Future prospects, expected capacity utilisation during the first three years from the
date of commencement of commercial production, and the expected year from which
the company would be earning cash profits and net profits.
Part II of Schedule II requires the company to give detailed information. This part is further
sub-divided into three parts viz., General Information, Financial Information and Statutory and
Other Information.

1. General Information: It shall include information on matters like:
(i) Consent of directors, auditors, solicitors, managers to the issue, registrars to the
issue, bankers of the company, bankers to the issue and experts. If an expert’s opinion
was obtained, the same should be given.
(ii) Change, if any, in directors and auditors during the last 3 years and reasons therefor.
(iii) Procedure and time schedule for allotment and issue of certificates.

(iv) Names and addresses of company secretary, legal advisor, lead managers,
co-managers, auditors and bankers to the issue and brokers to the issue.
(v) Authority for the issue and details of resolution passed therefor.

2. Financial Information: It includes:
(i) A report by the auditors of the company with respect to (a) its profits and losses
(distinguishing items of non-recurring nature), and assets and liabilities, and (b) the
rate of dividend paid by the company during the preceding five financial years.
If, however, 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, the
report shall contain a statement of that fact. If the company has subsidiaries, the
report shall, in addition, deal with either the combined profits and losses and assets
and liabilities of its subsidiaries or each of the subsidiary, so far as they concern the
members of the company.
(ii) A report by the accountants (who shall be qualified under the Act for the appointment
as auditor of a company and who shall be named in the prospectus) on the profits
and losses of the business for the preceding five financial years and on the assets and
liabilities of the business on a date which shall not be more than 120 days before the
date of the issue of the prospectus. This report is required to be given if the proceeds
of the issue of the shares or debentures are to be applied directly in the purchase of
any business.

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