Statement in Lieu of Prospectus-SRO 289(I)2011

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Government of Pakistan
SECURITIES AND EXCHANGE COMMISSION OF PAKSITAN Islamabad dated: 4 th April 2011
PART – II
Notification
SRO 289 (I)/2011 – In exercise of the powers conferred by section 505 of the Companies Ordinance, 1984 (XLVII of 1984), read with clause (c) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), the Securities and Exchange Commission of Pakistan is pleased to direct that the Part II of Second Schedule to the said Ordinance, shall be substituted by the following:-
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 1
FORM OF STATEMENT AND PARTICULARS TO BE
CONTAINED THEREIN
(Pursuant to section 69 of the Companies Ordinance, 1984)

1. Name of the company-:

2. Corporate Universal
   Identification No. (CUIN):

3. Registered Office:

4. Telephone No.

5. Fax No.

6. Website Address:

7. E-mail Address:

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8. Authorized share capital of the company:-
S.
No.
Kind of shares
Class of shares
Face/nominal value Rs.
Number of shares
Total
Amount
(Rs.)
Special rights in case of other than ordinary shares 1.
2.
3.
9. Description of the business to be actually undertaken:-
10. Future prospects of the said business:-
11. Particulars of chief executive, directors, company secretary, chief accountant, chief
financial officer, auditor, legal advisor and managing agent (if any) of the company:
Name
*
Father’s/ husband’s name
CNIC
No.
Occupation and directorship in other company

Tele.
No.
Cell
No
E-mail
Address
Residential
Address
*
(a) Chief Executive

(b) Directors:-
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(c) Company Secretary:-
(d) Chief Accountant/Chief Financial Officer:- (e) Auditor(s) of the company:-

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(f) Legal advisor:-
(g) Managing agent; if any:-
12. Remuneration payable to the persons referred to in 11 above:-
S.
No.
Position in the
Company
Remuneration payable
Relevant provision of article, if any
Relevant clause of agreement if any
(a) Chief Executive
(b) Directors
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(c) Company Secretary
(d) Chief Accountant /
Chief Financial Officer
(f) Auditor
(g) Legal Advisor
(h) Managing Agent
13. Number and amount of shares to be issued, including those agreed to be taken by
virtue of Memorandum of Association for cash:- S.
No.
Kind of shares
Class of shares
Face /
Nominal
Value
Number of shares
Amount Names of person who agree to subscribe the shares
14. Number and amount of shares agreed to be issued for consideration otherwise than in
cash:-
Number of shares
Face / nominal
Value
Amount Details of consideration otherwise than in cash Date for exercising the option To whom option offered

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15. Commission agreed to be paid for arranging the subscribers of shares:-
Nature of the commission
Number of shares agreed to be subscribed against the commission Rate of the commission Amount of the commission paid Amount of the commission payable Direct or indirect interest if any, of the persons, stated in clause 11
16. Number and amount of debentures agreed to be issued for cash:-
Number of debentures
Face/
Nominal
Value
Amount Date for exercising the option
To whom option offered
Whether offer accepted
Yes / No
17. Number and amount of debentures agreed to be issued for consideration otherwise
than in cash:-
Number of debentures
Face
Value
Amount Details of consideration
Date for exercising the option
To whom option offered
Whether offer accepted
Yes / No
18. Commission agreed to be paid for arranging the subscribers of debentures:-
Nature of the commission
Number of debentures agreed to be subscribed against the commission Rate of the commission Amount of the commission paid Amount of the commission payable Direct or indirect interest if any, of the persons, stated in clause 11
19. Details of the every agreement entered into since the date of incorporation relating to
property or other intangible assets of the value exceeding Rs.100,000/- :- Name(s) & address(es) of the Particulars of the property or other Amount intended to be Consideration Direct or indirect

5 vendor/purchaser intangible assets intended to be purchased or sold paid or received in cash interest if any, of the persons, stated in clause 11
20. Details of all other material contracts executed or intended to be executed by the
company:-
S.
No.
Nature of contract
Dates and places of execution of contracts Time and place for inspection of contracts Name of the parties to contracts Important terms & conditions of contracts Direct or indirect interest if any, of the persons, narrated in clause 11 1. 2. 3. (Copies of contracts to be enclosed. If a contract is not reduced in writing, a memorandum giving full particulars and if not in English, its translation in English or Urdu shall be enclosed)
21. In case it is proposed to acquire a running business, net profit / loss of that business as
certified by the auditor for the last 5 years or such number of years being less than five year for which the business has been carried on:- Year ended Amount of net profit / loss Business carried on since (date) Direct or indirect interest, if any, of the persons, stated in clause 11
22. Details of preliminary expenses:-
S.
No.
Particulars of payment
Amount of preliminary expenses
Paid /
Payable to
Paid by Payable by
Consideration
(in cash or kind to be specified
1.
2.
3.
4.

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23. Minimum subscription and its proposed utilization
Amount of minimum subscription
Proposed utilization of minimum subscription:- (i) Price of any property purchased or to be purchased. (ii) Preliminary expenses payable by the company. (iii) Commission payable to any person in consideration of his agreeing to subscribe or procure any shares in the company (iv) Repayment of any moneys borrowed by the company in respect of any of the foregoing matters. (v) Working capital. (vi) Other expenditures.
24. Amount to be provided in respect of the matters aforesaid otherwise than out of the
proceeds of minimum subscription and the sources out of which those amount to be provided. S. No. Amount Source of funds
25. Signatures of the Directors or their agents authorized in writing.
S.
No.
Name Signature
Date: --------------
Note: * - In case of Auditor and Legal Advisor, being a firm the name of firm shall be mentioned.

• The occupation of the individual and the name(s) of the company(s) in
  which he holds the office of Chief Executive/Director shall be mentioned.

• • In case of Auditor and Legal Advisor, the address of his/its office shall be
    mentioned.

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SECTION 2
REPORTS TO BE SET OUT

1. Where it is proposed to acquire a business, a report made by auditors (who are 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 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 respect of each of the five financial years immediately preceding the delivery of the statement to the registrar; (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) individual with the profits or losses of each subsidiary, so far as they concern member 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

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(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.
SECTION 3
PROVISIONS APPLYING TO SECTIONS 1 AND 2 OF THIS PART
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 section 2 of this Part as it applies to the interpretation of section 2 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 report on the accounts of the business or body corporate shall be for the number of years, for which the business has been carried on and section 2 of this Part shall have mutatis mutandis effect
5. Any report required by section 2 of this Part shall either –
(a) indicate by way of note any adjustments as respects and 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, shall be made by auditors
qualified under the Ordinance for appointment as auditors of a company. (Nazir Ahmed Shaheen) Executive Director (Registration) ____________________________________________________________________________ No. CLD/RD/-1/Amendment 2 nd Schedule/2005