CONTENTS OF A PROSPECTUS

CONTENTS OF PROSPECTUS

A prospectus must contain the necessary information to enable the public to decide whether or not to subscribe for its shares or debentures. Every prospectus shall state the particulars specified in part I and II of schedule II. Both parts I and II shall have effect subject to the provisions contained in part III of that schedule. It shall also in the prospectus reproduce the provisions of section 68 A-(i). Part I of schedule II- matters to be specified 1. The main objects of the company with particulars of the signatories to the memorandum and the number of shares subscribed by them. 2. The number and classes of shares and the nature and extent of the interests of the holders in the property and profits of the company. 3. The number of redeemable preference shares to be issued and the details of such shares.

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4. The number of shares fixed by the articles as the qualification of a director. 5. Names, descriptions and addresses of directors, or proposed directors or managing directors or the managers. 6. Where shares are offered to the public, the particulars as to: a. The minimum amount which in the opinion of the directors must be raised by the issue of shares, and b. The amount to be provided from other sources. 7. The time of the opening of the subscription list. 8. The amount payable on application and allotment, 9. Particulars of any option to subscribe for shares and the persons entitled to the option. 10. Particulars of any option to subscribe for shares and the persons entitled to the option.

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11. Particulars of the premium paid or payable on shares issued within two years preceding the issue of the prospectus. 12. If any such issue is underwritten names of the underwriters and the opinion of the directors as to the financial position of the underwriters. 13. The names and addresses of the vendors of any property acquired or to be acquired by the company which is to be paid for out of the proceeds of the issue. 14. The amount or rate of the brokerage or underwriting commission paid within the preceding two years or now payable. 15. Preliminary expenses and the person by whom it is paid or payable.

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16. Any benefit given to any promoter or offer in the two preceding years and the consideration for giving of the benefit. 17. The date of and parties to any material contract and the general natural of all such contracts. 18. The names and addresses of the auditors of the company. 19. Full particulars of the nature and extent of interest of the directors or promoters in the promotion of the company or in the property acquired by the company. 20. Voting rights of different classes of shareholders.

CONTD 21. Particulars of restriction, if any, on the right of the members to attend, speak or vote at the meetings, or the right of the members. 22. Where the company carries on business, the length of time during which it has been carried on. 23. If any reserves or profits of the company have been capitalized the particulars of the same. 24. A reasonable time and place at which copies of all balance sheets, profit and loss account, if any may be inspected.

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Part II of schedule II Reports to be set out. 1. Report of the auditors of the company with respect to : a. Profits and losses and assets and liabilities of the company; b. The dividend paid by the company in each of the five years preceding the prospectus. c. The profits and losses of the subsidiary company, if any. 2. A report by named accountants of the profits and loosed and assets and liabilities for each of the five financial years preceding the issue of the prospectus of any business intended to be purchased with the proceeds of this issue. 3. If the proceeds of the issue are to be applied in the acquisition of shares in another company, a report of the names accountants about such company.