Schedule 1
Table A - Articles of association of a public company limited by shares
Interpretation
1.In these articles, unless the context otherwise indicates—(a)"the Act" means the Companies Act, 2009; and(b)"foreign committee" means a committee appointed under article 64 of these articles.Commencement of business
2.The directors shall have regard to the restrictions on the commencement of business imposed by section 150 of the Act.Shares and certificate of shares
3.Subject to the provisions, if any, of the memorandum, and without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or subject to such restrictions (whether in regard to dividend, voting, return of share capital or otherwise) as the company may from time to time determine, and the company may determine that any preference shares shall be issued on the condition that they are, or are at the option of the company, liable to be redeemed.4.Every person whose name is entered in the register of members shall be entitled to one certificate for all the shares registered in his name, or to several certificates, each for a part of such shares. Every share certificate shall specify the number of shares in respect of which it is issued. Every original member shall be entitled to one share certificate free of charge but for every subsequent certificate the directors may make such charge as from time to time they may think fit; Provided that if a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceeding twenty-five cents, and on such terms, if any, as to evidence and indemnity as the directors may thinks fit.5.Share certificates shall be issued under the authority of the directors, or the foreign committee when authorised thereto by resolution of the directors, in such manner and form as the directors shall from time to time prescribe. If any shares are numbered all such shares shall be numbered in numerical progression beginning with the number one, and each share shall be distinguished by its appropriate number, and, if any shares are not numbered, each share certificate in respect of such shares shall be numbered in numerical progression and each share certificate distinguished by its appropriate number and by such endorsement as may be required under section 91(3) of the Act.6.A certificate for shares registered in the names of two or more persons shall be delivered to the person named in the register as a holder thereof, and delivery of a certificate for a share to that person shall be a sufficient delivery to all joint holders of that share.Variation of Rights
7.If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed at a separate general meeting of the shares of the class, and the provisions of section 181 of the Act shall, mutatis mutandis, apply to the said resolution and meeting as if the resolution were a special resolution. To every such separate general meeting the provisions of these articles relating to general meetings shall, mutatis mutandis, apply.Register of members
8.(a)The company shall maintain at its registered office a register of members of the company as provided in section 104 of the Act. The register of members shall be open to inspection, as provided in section 97 of the Act.(b)The company may maintain a branch register under section 109 of the Act and the provisions of paragraph (a) shall, mutatis mutandis, apply to such register.Payment of commission
9.(a)The company may pay a commission at a rate not exceeding ten (10) per cent of the issue price of a share to any person in consideration of his subscribing or agreeing to procuring or agreeing to procure, whether absolutely or conditionally, subscriptions for any shares of the company.(b)Such commission may be paid in cash or by the allotment of shares of the company.(c)The company may, on any issue of shares, pay such brokerage as may be lawful.Transfer and transmission of shares
10.The instrument of transfer of any share of the company, shall be executed both by the transferor and transferee, and the transfer or shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect thereof.11.Subject to such of the restrictions as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the directors may approve.12.The directors may suspend the registration of transfers during the fourteen days immediately preceding any general meeting of the company and at any other times, provided that the periods of suspension shall not in any one year exceed sixty (60) days.13.The directors may decline to recognise any instrument of transfer unless—(a)a sum not exceeding E1 is paid to the company in respect thereof;(b)the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transfer to make the transfer; and(c)the share transfer duty thereon has been paid.14.Every instrument of transfer shall be left at a transfer office of the company at which it is presented for registration, accompanied by a certificate of the shares to be transferred. Every power of attorney given by a shareholder authorising the transfer of shares, shall when lodged, produced or exhibited to the company or any of its proper officers, be deemed as between the company and the donor of the power to continue and remain in full force and effect, and the company may allow that power to be acted upon until such of the company’s transfer offices as the power was lodged, produced, or exhibited as aforesaid. The company shall not be bound to allow the exercise of any act or matter by an agent for a shareholder unless a duly certified company of that agent’s authority be produced and lodged with the company.15.The executor of the estate of a deceased sole holder of a share shall be the only person recognised by the company as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor, or the executor of the deceased survivor shall be the only persons recognised by the company as having any title to the share.16.Any person becoming entitled to a share in consequence of the death or insolvency of a member shall, upon such evidence being produced as may from time to time be required by the directors, have the right, either to be registered as a member in respect of the share or instead of being registered himself, to make such transfer of the share as the deceased or insolvent could have made, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or insolvent before the death or insolvency.17.The parent or guardian of a minor and the curator bonis of a lunatic member and any person becoming entitled to shares in consequences of the death or insolvency of any member of the marriage of any female member or by any lawful means other than by transfer in accordance with these articles, may, upon producing such evidence as sustains the character in which he proposes to act under this article, or of his titled, as the directors think sufficient, transfer those shares to himself or any other person subject to the articles as to transfer hereinbefore contained. This article is hereinafter referred to as the "transmission clause"18.A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the shares except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company.19.A person who submits proof of his appointment as the executor, administrator, trustee, curator or guardian in respect of the estate of a deceased member of the company or the estate of a member whose estate has been sequestrated, or who is otherwise under a disability or as the liquidator of any body corporate which is a member of the company shall be entitled in the register of members of the company nominee office, and shall thereafter, for all purposes, be deemed to be a member of the company.Conversion of shares into stock
20.The company may by special resolution convert all or any of its paid-up shares into stock, and reconvert such stock into any number of paid-up shares.21.The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same articles as the shares from which the stock arose might prior to conversion have been transferred, or as near thereto as circumstances permit; but the directors may from time to time fix the minimum amount of stock transferable, and restrict or forbid the transfer of fractions of such minimum, but the minimum shall not exceed the nominal amount, in the case of shares of par value or the issue price in the case of shares of par value or the shares from which the stock arose.22.The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges, and advantages as regards dividends, voting at meetings of the company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company) shall be conferred by any aliquot part of stock as would not, if existing in shares, have conferred privilege or advantage.23.Such of the articles of the company (other than those relating to share warrants) as are application to shares shall apply to stock, and the word "share" and "shareholder" therein shall include "stock" and "stock-holder".Share warrants
24.The company may issue share warrants, and accordingly the directors or, if so authorised, any foreign committee, may, in their discretion, with respect to any share, on application in writing signed by the person registered as holder of the share, and authenticated by such evidence as the directors or foreign committee may from time to time require as to the identity of the person signing the request, and on receiving the certificate of the share and the stamp duty (if any), on the warrant and such sum as the directors may, from time to time, require, issue a warrant, duly stamped, if stamp duty is payable, stating that the bearer of the warrant is entitled to the shares therein specified.25.A share warrant shall entitle the bearer to the shares included in it and the shares shall be transferred by the delivery of the share, and the provisions of the articles of the company with respect to transfer and transmission of shares shall not apply thereto.26.The bearer of a share warrant shall, on surrender of the warrant to the company for cancellation, and on payment of such sum as the directors may from time to time prescribe, be entitled to have his name entered as a member in the register of members in respect of the shares included in the warrant.27.The bearer of a share warrant may at any time deposit the warrant at the office of the company, and so long as the warrant remains so deposited the depositor shall have the same right of signing a requisition for calling a meeting of the company, and of attending and voting and exercising the other privileges of a member at any meeting held after the expiration of two (2) clear days from the time of the deposit, as if his name were inserted in the register of members as the holder of the shares included in the deposited warrant. Not more than one (1) person shall be recognised as depositor of the share warrant. The company shall, on two (2) days’ written notice, return the deposited share warrant to the depositor.28.Save as herein otherwise expressly provided, no person shall as bearer of a share warrant, sign a requisition for calling a meeting of the company, or attend, or vote, or exercise any other privilege of a member at a meeting of the company, or be entitled to receive any notices from the company, but the bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the register of members as the holder of the shares included in the warrant, and he shall be a member of the company.29.The directors may, from time to time, make rules as to the terms on which (if they think fit) a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.Alteration of Capital
30.(a)The company may, from time to time, by special resolution increase the share capital by such sum divided into shares of such amount, as the resolution shall prescribe.(b)New shares shall be subject to the same provisions as to transfer, transmission and otherwise as the shares in the original capital.31.The company may, by special resolution—(a)consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;(b)sub-divide its existing shares or any of them into shares of smaller amount than is fixed by its memorandum;(c)cancel any shares which, at the date of the passing of the resolution, have not been taken by any person, or which no person has agreed to take;(d)reduce its share capital, any capital redemption fund or any share premium account in any manner and with, and subject to, any incident authorised, and consent required, by law;(e)subject to the provisions of section 83 of the Act, convert its issued preference shares into shares which can be redeemed.General Meetings
32.The company shall hold its first annual general meeting within eighteen months after the date of its incorporation and shall thereafter in each year hold an annual general meeting; Provided that not more than fifteen months shall elapse between the date of one annual general meeting and that of the next and that an annual general meeting shall be held within six (6) months after the expiration of the financial year of the company.33.Other general meetings of the company may be held at any time.34.Annual general meetings and other general meetings shall be held at such time and place as the directors shall appoint or at such time and place as is determined if the meetings are convened under section 155(5), 158 or 160 of the Act.Notice of General Meetings
35.An annual general meeting and a meeting called for the passing of a special resolution shall be called by not less than twenty-one (21) clear days’ notice in writing and any other general meeting shall be called by not less than fourteen (14) clear day’s notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of the meeting and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the company in General meetings, to such persons as are, under these articles, entitled to receive such notices from the company:Provided that a meeting of the company shall, notwithstanding the fact that it is called by shorter notice than that specified in this article, be deemed to have been duly called if it is so agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority holding not less than ninety-five (95) per cent of the total voting rights of all the members.Proceedings at general meetings
36.The annual general meeting shall deal with and dispose of all matters prescribed by the Act, including the sanctioning of a dividend, the consideration of the annual financial statements, the election of directors and the appointment of an auditor, and may deal with any other business laid before it. All business laid before any other general meeting shall be considered special business.37.No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, two members present in person, or if the company is a wholly owned subsidiary, the nominee of the holding company, present in person or by proxy, shall be a quorum.38.If within half an hour after the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day not earlier than seven (7) days and not later than twenty-one (21) days after the date of the meeting and if at such adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting the members present in person or by proxy shall be a quorum.39.Where a meeting has been adjourned as aforesaid, the company shall, upon a date not later than three (3) days after the adjourned, publish in a newspaper circulating in the province where the registered office of the company is situated, a notice stating—(a)the date, time and place to which the meeting has been adjourned;(b)the matter before the meeting when it was adjourned; and(c)the ground for the adjournment.40.The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company. If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the members present shall elect one of their number to be chairman.41.The chairman may, with the consent of any meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. When a meeting is adjourned, the provisions of articles 38 and 39 shall, mutatis mutandis, apply to such adjournment.42.At any general meetings a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or members referred to in section 175(1)(b) of the Act, and, unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or negatived, and an entry to that effect in the book containing the minutes of the proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.43.If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded, Scrutineers shall be elected to determine the result of the poll. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.44.A poll demanded on the election of a chairman or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs. The demand for a poll shall not prevent the continuation of a meeting for the transaction of any business other than the question upon which the poll has been demanded.Inspection of minutes
45.The minutes kept of every general meeting and annual meeting of the company under section 187 of the Act, may be inspected and copies as provided in section 97 of the Act.Votes of members
46.Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person and if a member is a body corporate, its representative, shall have one vote and on a poll every member present in person or by proxy shall be entitled to exercise the voting rights determined by section 172 of the Act.47.In the case of joint holders the vote of the person whose name appears first in the register of members and who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.48.The present or guardian of a minor, and the curator bonis of a lunatic member, and also any person entitled under the transmission clause to transfer any shares, may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of those shares:Provided that forty-eight (48) hours at least before the time of holding the meeting at which he proposes to vote he shall satisfy the directors that he is such parent, guardian or curator or that he is entitled under the transmission clause to transfer those shares, or that the directors have previously admitted his right to vote in respect of those shares. Co-executors of a deceased member in whose name shares stand in the register shall, for the purposes of this article, be deemed to be joint holders of those shares.49.On a poll, votes may be given either personally or by proxy.Proxies
50.The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing, or, if the appointer is a body corporate, under the hand of an officer or agent authorised by the body corporate. A proxy need not be a member of the company. The holder of a general or special power of attorney, whether he is himself a member or not, given by a shareholder shall be entitled to attend meetings and to vote, if duly authorised under that power to attend and take part in the meetings.51.The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority shall be deposited at the registered office of the company not more than forty-eight (48) hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default of complying herewith the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of six (6) months from the date when it was signed, unless so specifically stated in the proxy itself, and no proxy shall be used at an adjourned meeting which could not have been used at the original meeting.52.The instrument appointing a proxy shall be in the following form or as near thereto as circumstances permit.“ ____________________________________ LimitedI,__________________________________, of ______________________________ being a member of the ______________________________ Limited, hereby appoint ______________________________ of ________________________________ or failing him ________________________________ of ______________________________or failing him ______________________________of ______________________________as my proxy to vote for me and on my behalf at the annual general or general meeting (as the case may be) of the company to be held on the ______________________________day of __________________________________ and at any adjournment thereof as follows:In favour of | Against |
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Resolution to ____________________________________ | ____________________________________ |
Resolution to ____________________________________ | ____________________________________ |
Resolution to ____________________________________ | ____________________________________ |
(Indicate instruction to proxy by way of a cross in space provided above) Unless otherwise instructed, my proxy may vote as he thinks fit.)(Note: A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and on a poll vote in his stead, and such proxy need not also be a member of the company.)”Directors
53.The number of the directors shall not be less than two and the names of the first directors may be determined in writing by a majority of the subscribers of the memorandum. Until directors are appointed, whether or not the directors have been named by a majority of the subscribers of the memorandum, every subscriber of the memorandum shall be deemed for all purposes to be a director of the company.54.The remuneration of the directors shall, from time to time, be determined by the company in a general meeting.55.If any directors be called upon to perform extra services or to make any special exertions in going or residing abroad, or otherwise, for any of the purposes of the company, the company may remunerate that director either by a fixed sum or by a percentage of profits or otherwise as may be determined and such remuneration may be either in addition to, or in substitution for, the remuneration determined under article 54.Alternate directors
56.Each director shall have the power to nominate any person who is a shareholder of the company except where the company is a wholly owned subsidiary, when such person need not be a shareholder) possessing the necessary qualifications of a director, to act as alternate director in his place during his absence or inability to act as such director, provided that the appointment of an alternate director shall be approved by the board, and on such appointment being made, the alternate director shall, in all respects, be subject to the terms, qualifications, and conditions existing with reference to the other directors of the company.57.The alternative directors, whilst acting in the stead of the directors who appointed them shall exercise and discharge all the powers, duties and functions of the directors they represent shall cease to hold office, whenever the director who appointed him ceases to be a director or gives notice to the secretary of the company that the alternate director representing him has ceased to do so, and in the event of the disqualification or resignation of any alternate director during the absence or inability to act of the director whom he represents, the vacancy so arising shall be filled by the chairman of the directors who shall nominate a person who is a shareholder of the company (except where the company is a wholly owned subsidiary, when such person need not be a shareholder of the company) to fill such vacancy, subject to the approval of the board.Powers and duties of directors
58.Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the company shall be managed by the directors who may exercise all the powers of the company. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the directors by the articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.59.The directors may, by power of attorney or otherwise, appoint any person to be the agent of the company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.Borrowing powers
60.The directors may exercise all the powers of the company to borrow money and to mortgage or bind its undertaking and property or any part thereof, and to issue debentures, denture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party:Provided that the amount for the time being remaining undischarged in respect of moneys borrowed or secured by the directors as aforesaid (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) shall not at any time, without the prior sanction of the company in general meeting, exceed one-half of the amount of the share premium account (if any) or of the stated capital.Managing director
61.The directors may, from time to time, appoint one or more of their body to the office of managing director or manager for such tern and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another) as they may think fit and may revoke such appointment subject to the terms of any agreement entered into in any particular case. A director so appointed shall not, while holding such office, be subject to retirement by rotation, or taken into account in determining the rotation of retirement of directors; but appointment shall determine if he ceases for any reason to be a director.62.The directors may, from time to time, entrust to or confer upon a managing director or manager, for the time being, such of the powers and authorities vested in them as they may think fit, and may confer such powers and authorities for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient, and they may confer such powers and authorities either collaterally or to the exclusion of, or in substitution for, all or any of the powers and authorities of the directors and may from time to time revoke or very or any of such powers and authorities.Minutes
63.The directors shall, in terms of section 187 of the Act, cause minutes to be kept—(a)of all appointment of officers;(b)of names of directors present at every meeting of the company and of the directors; and(c)of all proceedings at all meetings of the company and of the directors.Such minutes shall be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting.Foreign committees
64.The directors may, from time to time, appoint persons resident in a foreign country to be foreign committee for the company in that country with such powers and duties as the directors may from to time determine. The directors may from time to time establish branch registers of members and transfer offices in foreign countries, close them at any time and may appoint and remove agents for any purposes in any foreign country.Disqualification of directors
65.The office of director shall be vacated if the director—(a)ceases to be a director or becomes prohibited from being a director by virtue of any provision of the Act; or(b)without the consent of the company in general meeting holds any other office or profit under the company except that of managing director or manager; or(c)resigns his office by notice in writing to the company and the Registrar; or(d)for more than six months is absent without permission of the directors from meetings of directors held during that period; or(e)is directly or indirectly interested in any contract or proposed contract with the company and fails to declare his interest and the nature thereof in the manner required by the Act.Rotation of directors
66.At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or if their number is not three or a multiple of three, the number nearest to one-third, shall retire from office.67.The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot.68.A retiring director shall be eligible for re-election.69.The company, at the annual general meeting at which a director retires in the manner aforesaid or at any other general meeting may fill the vacancy by electing a person thereto.70.If at any meeting at which an election of directors ought to take place the offices of the retiring directors are not filled, unless it is resolved not to fill such vacancies, the meeting shall stand adjourned and the provisions of articles 38 and 39 shall apply, mutatis mutandis, to such adjournment, and if at such adjourned meeting the vacancies are not filled, the retiring directors or such of them as have not had their offices filled shall be deemed to have been re-elected at such adjourned meeting unless a resolution for the re-election of any such director shall have been put to the meeting and negatived.71.The company may, from time to time, in general meeting increase or reduce the number of directors, and may also determine in what rotation such increased or reduced number is to retire from office.72.Unless the shareholders otherwise determine in general meeting any casual vacancy on the board of directors may be filled by the directors, but the directors, and may also determine in what rotation such increased or reduced number is to retire from office.73.The directors shall have power at any time, and from time to time, to appoint a person as an additional director but so that the total number of directors shall not at any time exceed the number fixed according to these articles, and such director shall retire from office at the next following annual general meeting and shall then be eligible for re-election, but shall not be taken into account in determining which directors are to retire by rotation at such meeting.Proceedings of directors
74.The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the event of an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time convene a meeting of the directors.75.Subject to the provisions of section 207 of the Act, a director shall not vote in respect of any contract or proposed contract with the company in which he is interested, or any matter arising therefrom, and if he does so vote, his vote shall not be counted.76.The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall, when the number of directors exceeds three, be three and when the number of directors does not exceed three, shall be two.77.The continuing directors may act notwithstanding any vacancy on their body, but if and so long as their number is reduced below the number fixed by or pursuant to these articles as the necessary quorum of directors, the continuing directors may act for the purpose of increasing the number of directors to that number, or of convening a general meeting of the company, but for no other purpose.78.The directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may elect one of their number to be chairman of the meeting79.The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to the rules that may be imposed on it buy the directors.80.A committee may elect a chairman of its meetings. If no such is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may elect one of their number to be chairman of the meeting.81.A committee may meet and adjourn as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the event of an equality of votes the chairman shall have a second or casting vote.82.All acts done by any meeting of the directors or a committee of directors or by any person acting as a director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and were qualified to be a director.Dividends and Reserve
83.The company in annual general meeting may declare dividends but no dividend shall exceed the amount recommended by the directors.84.The directors may, from time to time, pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.85.No dividend shall be paid otherwise than as provided in the Act, or bear interest against the company.86.The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think fit as a reserve or reserves, which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied and, pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than also without placing the same to reserve carry forward any profits which they may thank prudent not to divide.87.Notice of any dividend that may have been declared shall be given in the manner hereinafter provided to the persons entitled to share therein.88.Every dividend or other moneys payable in cash in respect of shares may be paid by cheque, warrant, coupon or otherwise as the directors may, from time to time, determine, by cheque, warrant, coupon or otherwise as the directors may, from time to time, determine, and shall, if paid otherwise than by coupon, either be sent by post to the registered address of the member entitled thereto or be given to him personally, and the receipt or endorsement on the cheque or warrant of the person whose name appears in the register as the shareholder, or his duly authorised agent, or the surrender of any coupon shall be a good discharge to the company in respect thereof. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable in respect of the shares held by them as joint holders.89.The company shall not be responsible for the loss in transmission of any cheque, warrant, coupon or other document sent through the post to the registered address of any member, whether or not it was so sent at his request.Accounting records
90.The directors shall cause such accounting records as are prescribed by section 245 of the Act to be kept. Proper accounting records shall not be deemed to be kept if there are not kept such accounting records as are necessary fairly to present the state of affairs and business of the company and to explain the transactions and financial position of the trade or business of the company.91.The accounting records shall be kept at the registered office of the company or at such other place or places as the directors think fit, and shall always be open to inspection by the directors.92.The directors shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the accounting records of the company or any of them shall be open to inspection by members not being directors, and no member (not being a director) shall have any right of inspection any accounting records or documents of the company except as conferred by the Act or authorised by the directors or by the company in general meeting.Annual financial statements and interim reports
93.The directors shall from time to time, in accordance with sections 247 and 250 of the Act, cause to be prepared and laid before the company in general meeting such annual financial statements, group annual statements and group reports (if any) as are referred to in those sections.94.The directors shall, in accordance with the provisions of the Act, prepare or cause to be prepared interim reports, a copy of which shall be sent to every member of the company and to the Registrar.95.A copy of any annual financial statements, group annual financial statements and group reports which are to be laid before the company in annual general meeting, shall not less than twenty-one (21) days before the date of the meeting be sent to every member of, and every holder of debentures of, the company and to the Registrar:Provided that this article shall not require a copy of those documents to be sent to any person of whose address the company is not aware or to more than one of the joint holders of any shares or debentures.Audit
96.An auditor shall be appointed in accordance with Chapter X of the Act.Notices
97.A notice may be given by the company to any member either by advertisement or personally, or by sending it by post in a prepaid letter addressed to such member at his registered address (if any) within Swaziland supplied by him to the company for the giving of notices to him. Any notice which may be given by advertisement shall be inserted in the Gazette and in such newspapers as the directors may, from time to time, determine.98.Whenever a notice is to be given personally or sent by post, the notice may be given by the company to the joint holders of a share by giving the notice to the joint holder named first in the register in respect of the share.99.Whenever a notice is to be personally or sent by post, the notice may be given by the company to the persons entitled to a share in consequence of the death or insolvency of a member, or by sending it through the post in prepaid addressed to them by name, or by the title of representatives of the deceased, or trustees of the insolvent or by any like description, at the address (if any) in Swaziland supplied for the purpose by the persons claiming to be so entitled, or (until such address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred.100.Notice of every general meeting shall be given in any manner authorised—(a)to every member of the company (including bearers of share warrants) except, in the case of notices to be given personally or sent by post, those members who (having no registered address within Swaziland) have not supplied to the company an address within the Swaziland for the giving of notices to them;(b)to every person entitled to a share in consequence of the death or insolvency of a member who, but for his death or insolvency, would have been entitled to receive notice of the meeting; and(c)to the auditor for the time being of the company.No other person shall be entitled to receive notice of general meetings.101.Any notice by post shall be deemed to have been served at the time when the letter containing the same was posted, and any notice by advertisement shall be deemed to have been given on the day upon which the advertisement was published in the Gazette, and in proving the giving of the notice by post, it shall be sufficient to prove that the letter containing the notice was properly addressed and posted.102.A notice given to any member shall be binding on all persons claiming on his death or on any transmission of his interests.103.The signature to any notice given by the company may be written or printed, or partly written and partly printed.104.When a given number of days’ notice or notice extending over any other period is required to be given, the day of service shall not be counted in such number of days or period.105.If the company has a seal, it shall not be affixed to any instrument except by the authority of a resolution of the directors, and shall be affixed in the manner and subject to such safeguards as the directors may, from time to time, determine.Winding-up
106.If the company be wound up, the assets remaining after payment of the debts and liabilities of the company and the costs of the liquidation shall be applied as follows—(a)to repay to the members the amounts paid up on the shares respectively held by each of them; and(b)the balance (if any) shall be distributed among the members in proportion to the number of shares respectively held by each of them:Provided that the provisions of this article shall be subject to the rights of the holders of shares, (if any) issued upon special conditions.107.In a winding-up, any part of the assets of the company, including any shares or securities of other companies, may, with the sanction of a special resolution of the company, be divided among the members of the company in specie, or may, with the same sanction, be vested in trustees for the benefit of such members, and the liquidation of the company may be closed and the company dissolved.Table B - Articles of association of a private company limited by shares
1.The regulations contained in Table A (with the exception of regulations 13, 37 and 53) shall apply.2.The company is a private company and accordingly—(a)the right to transfer shares is restricted in the manner hereinafter prescribed;(b)any invitation to the public to subscribe for any shares or debentures of the company is prohibited.3.The directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of any share where or not it is a fully paid share.4.No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; except as herein otherwise provided, two members present in person or by proxy shall be a quorum.5.Subject to the provisions of the Act, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their dully authorised representatives) shall be as valid and effect as if the same had been passed at a general meeting of the company duly convened and held.6.The subscribers to the memorandum of association shall be the directors of the company and shall hold office until directors are appointed by the company in general meeting.7.The directors may at any time require any person whose name is entered in the register of members of the company to furnish them with any information, supported (if the directors so require) by a statutory declaration, which they may consider necessary for the purpose of preparing the annual return.Table C - Form of memorandum of association of a company limited by shares
1st.The name of the company is "The Ezulwini Transport Company Limited".2nd.The objects for which the company is established are, "the conveyance of passengers and goods in motor vehicles between such places as the company may from time to time determine, and the doing of all such other things as are incidental or conducive to the attainment of the above object".3rd.The liability of the members is limited.4th.The share capital of the company is E800,000.00 divided into 800,000 shares of E1 each.We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the umber of shares in the capital of the company set opposite our respective names.Names, addresses and descriptions of subscribers | Number of shares taken by each subscriber |
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Total Shares taken ______________Dated the __________ day of _____________, 20 ______Witness to the above SignatureAddress __________________Table D - Form of articles of association of a company limited by guarantee
Interpretation
1.In these articles—"Act" means the Companies Act, 2001;"secretary" means any person appointed to perform the duties of the secretary of the company.Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.Unless the context otherwise, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these articles become binding on the company.Members
2.The number of members with which the company proposes to be registered is 500, but the directors may from time to time register an increase of members.3.The subscribers to the memorandum of association and such other persons as the directors shall admit to membership shall be members of the company.General meetings
4.The company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen (15) months shall elapse between the date of one annual general meeting of the company and that of the next:Provided that so long as the company holds its first annual general meeting within eighteen (18) months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the directors shall appoint.5.All general meeting other than annual general meetings shall be called extraordinary general meetings.6.The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall be convened on such requisition, or, in default, may be convened by such requisitions, as provided by section 98 of the Act. If at any time there are not within Swaziland sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.Notice of general meeting
7.An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one (21) days’ notice in writing at the least, and a meeting of the company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen (14) days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the articles of the company, entitled to receive such notices from the company:Provided that a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it is so agreed—(i)in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and(ii)in the case of any other meeting, by a majority of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five (95) per cent of the total voting rights at that meeting of all the members.8.The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.Proceedings at general meetings
9.All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a divided, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring and the appointment of, and the fixing of the remuneration, if any, of the auditors.10.No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; except as herein otherwise provided three members present in person shall be a quorum.11.If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day in the next week, at the same and place, or to such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.12.The chairman, if any, of the board directors shall preside as chairman at every meeting of the company, or if there is no such chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act the directors present shall elect one of their number to be chairman of the meeting.13.If at any meeting no director is willing to act as chairman or if no director is present within fifteen (15) minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.14.The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.15.At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded—(b)by at least three members present in person or by proxy; or(c)by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.16.Except as provided in article 18, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.17.In the case of equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.18.A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.19.Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held.Votes of members
20.Every member shall have one vote21.A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in insanity, may vote, whether on a show of hands or on a poll, by his curator bonis or any other person appointed by that court and any such curator bonis or other person may, on a poll, vote by proxy.22.No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the company have been paid.23.On a poll votes may be given either personally or by proxy24.The instrument appointment a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company.25.The instrument appointment a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified of copy of that power or authority shall be deposited at the registered office of the company or at other place within Swaziland as is specified for that purpose in the notice convening the meeting, not more than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.26.An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit—"I/We ____________________ of ____________ being a member/members of the above named company, hereby appoint ____________ of ______ or failing him ____________ of ____________ as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the company to be held on the ________ day of ____________, 20 ________ and at any adjournment thereof.Signed this ____________ day of ____________, 20 ______ "27.Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit—"I/We ____________ of ____________ being a member/members of the above named company, hereby appoint ____________ of ____________ or failing him ____________ of ____________ as my/our proxy to vote for me/us on my/our behalf at the (annual) or extraordinary, as the case may be) general meeting of the company to be held on the day of ____________, 20 ____________ and at any adjournment thereof.Signed this ____________ day of ____________, 20 ______. This form to be used *in favour of ____________ the resolution against*Strike out whichever is not desired".Unless otherwise instructed the proxy will vote as he thinks fit.28.The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.29.A vote given in accordance a proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.Corporations acting by representatives at meetings
30.Any corporation which is a member of the company may be resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the company.Directors
31.The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them.32.The remuneration of the directors, if any, shall from time to time be determined by the company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company.Borrowing powers
33.The directors may exercise all the powers of the company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the company or of any third party.Powers and duties of directors
34.Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the company shall be managed by the directors who may exercise all the powers of the company. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the directors by the articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.35.The directors may, by power of attorney or otherwise, appoint any person to be the agent of the company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.36.The directors may, from time to time, and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these article) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.37.All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall, from time to time, by resolution determine.38.The directors shall cause minutes to be made in books provided for the purpose—(a)of all appointments of officers made by the directors;(b)of the names of the directors present at each meeting of the directors and of any committee of the directors;(c)of all resolutions and proceedings at all meetings of the company, and of the directors, and of committee of directors,and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose.Disqualification of directors
39.The office of director shall be vacated if the director—(a)without the consent of the company in general meeting holds any other office of profit under the company;(b)becomes insolvent or makes any arrangement, assignment or composition with his creditors generally;(c)becomes prohibited from being a director by the terms of section 208 of the Act or by reason of an order made under section 209 of the Act;(d)becomes of unsound mind;(e)resigns his office by notice in writing to the company;(f)is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in the manner required by section 207 of the Act; or(g)is removed in terms of section 200 of the Act.A director shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.Rotation of directors
40.At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.41.The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.42.A retiring director shall be eligible for re-election43.The company at the meeting at which a director retires in the manner aforesaid may fill the vacated office by electing a person thereto, and in default the retiring director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost.44.No person other than a director retiring at the meeting shall, unless recommended by the directors, be eligible for election to the office of director at any general meeting unless, not less than three or more than twenty-one (21) days before the date appointed for the meeting, there shall have been left at the registered office of the company notice in writing, signed by a member fully qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.45.The company may, from time to time, by ordinary resolution increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office.46.The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these articles. Any director so appointed shall hold office only until the next following annual general meetings, and shall then be eligible for re-election, but shall not be taken into account in determining the directors who are to retire by rotation at such meetings.47.The company may by ordinary resolution, of which special notice has been given in accordance with section 163 of the Act, remove any director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the company and such director. Such removal shall be without prejudice to any claim such director may have for damages for breach of any contract of service between him and the company.48.The company may by ordinary resolution appoint another person in place of a director removed from office under article 47. Without prejudice to the powers of the directors under article 46 the company in general meeting may appoint any person to be a director either to fill a casual vacancy or as an additional director. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director.Proceedings of directors
49.The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meeting, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Swaziland.50.The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.51.The continuing directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the articles of the company as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.52.The directors may elect a chairman of their meetings and determined the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting53.The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.54.A committee may elect a chairman of its meeting; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.55.A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.56.All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director57.A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.Secretary
58.The secretary shall be appointed by the directors for such term, at such remuneration, if any, and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.59.A provision of the Act or these articles requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.The seal
60.The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorised by the directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for that purpose.Accounts
61.The directors shall cause proper books of account to be kept with respect to—(a)all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;(b)all sales and purchases of goods by the company; and(c)the assets and liabilities of the company.Proper books shall not be deemed to be kept if there are not kept such books of accounts as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.62.The books of account shall be kept at the registered office of the company, or, subject to the provisions of the Act, at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.63.The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the account and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorised by the company in general meeting.64.The directors shall from time to time in accordance with the provisions of the Act, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.65.A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the company in general meeting, together with a copy of the auditor’s report, shall not less than twenty-one (21) days before the date of the date of meeting be sent to every member of, and every holder of debentures, of the company:Provided that this article shall not require a copy of those documents to be sent to say person of whose address the company is not aware or to more than one of the joint holders of any debentures.Audit
66.Auditors shall be appointed and their duties regulated in accordance with sections 236 to 249 of the Act.Notices
67.A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within Swaziland) to the address, if any, within Swaziland supplied by him to the company for the giving of notice to him, Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of forty-eight (48) hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.68.Notice of every general meeting shall be given in any manner hereinbefore authorised to—(a)every member except those members who (having no registered address within Swaziland) have not supplied to the company an address within Swaziland for the giving of notices to them;(b)every person being a legal personal representative or a trustee in insolvency of a member where the member but for his death or insolvency would be entitled to receive notice of the meeting; and(c)the auditor for the time being of the company.No other person shall be entitled to receive notices of general meetings.Signatures, Full Names, Addresses and Occupations of Subscribers.Dated the ____________ day of ____________, 20 ______.Witness to the above signatures ____________.Full residential or business address _______________.Occupation ________________________.Table E - Form of memorandum of association of a company limited by guarantee
Memorandum of Association
1st.The name of the company is "The Empangeni School Association, Limited".2nd.The objects for which the company is established are the carrying on of a school for boys in the district of Lobamba and the doing of all such other things as are incidental or conducive to the attainment of the above object.3rd.The liability of the members is limited.4th.Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and of the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding E40.We, the several person whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association.Signatures, Full Names, Addresses and Occupation of Subscribers.Dated the ____________day of ____________, 20 ______.Witness to the above signatures ____________.Full residential or business address ________________________.Occupation ________________________.Schedule 2
Matters which must be stated in a prospectus in addition to those specified in the Act
Interpretation
For the purposes of this Schedule, unless the context otherwise indicates—(a)in respect of any property hired or proposed to be hired by the company, this Schedule shall have effect as if the expression "vendor" included the lessor and the expression "purchase money" included the consideration for the lease;(b)"mining company" means, without limiting the generality thereof, any company which carried on or proposes to carry on mining, development or prospecting for or exploitation of any mineral resources, or which acquires or proposes to acquire any mineral rights thereto or options thereon;(c)"property" includes movable and immovable property and, without limiting the generality thereof, shares in any other body corporate but does not include any property if it purchase price is not material;(d)"the Act" means the Companies Act, 2001;(e)"vendor" includes any person who, directly or indirectly, sells or otherwise disposes of property to the company.Part I
1.Name, address and incorporation(a)The name and address of the registered office and of the transfer office, the date of incorporation of the company and, if an external company, the country in which it is incorporated and the date of registration in the Kingdom.(b)If the company is a subsidiary, the name and address of the registered office of its holding company, or of any body corporate which, had it been registered under the Act, would have been its holding company.2.Directors and management(a)The names, occupations and addresses of the directors and proposed directors of the company (specifying the chairman and managing director, if any), and their nationalities, if not Swazi.(b)The term of office for which any director has been or is to be appointed, the manner in and terms on which any proposed director will be appointed and particulars of any right held by any person relating to the appointment of any director.(c)Particulars of any remuneration or proposed remuneration of the directors or proposed directors in their capacity as directors, managing directors or in any other capacity, whether determined by the articles or not, by the company and any subsidiary.(d)If the business of the company or its subsidiary or any part thereof is managed or is proposed to be managed by a third party under a contract, the name and address (or the address of its registered office, if a company) of such third party and a description of the business so managed or to be managed.(e)The borrowing powers of the company and its subsidiary exercisable by the directors and the manner in which such borrowing powers may be varied.3.AuditorThe name and address of the auditor of the company.4.Attorney, banker, stockbroker, trustee and underwriterThe names and addresses of the attorney, banker, stockbroker, trustee, if any, and underwriter, if any.5.SecretaryThe name, address and professional qualification, if any, of the secretary of the company.6.History, state of affairs and prospects of company(a)The general history of the company and its subsidiary stating, inter alia—(i)the length of time during which the business of the company and of any subsidiary has been carried on;(ii)brief particulars of any alteration of capital during the past three years;(iii)a summary of any offers of shares of the company to the public for subscription or sale during the preceding three years, the prices at which such shares were offered, the number of shares allotted in pursuance thereof and whether issued to all shareholders in proportion to their shareholdings and, if not, to whom issued, the reasons why the shares were not so issued and the basis of allotment;(iv)the date of conversion into a public company.(b)A general description of the business carried on or to be carried on by the company its subsidiary and, where the company or its subsidiary carried on or proposes to carry on, two or more business which are material having regard to the profits or losses, assets employed or to be employed or any other factor, information as to the relative importance of each such business.(c)The situation, area and tenure (including in the case of leasehold property the rental and unexpired term of the lease) of the principal immovable property held or occupied by the company and its subsidiary.(d)Details of any change in the business of the company, if material, during the past five (5) years.(e)A general description giving a fair presentation of the state of affairs of the company and its subsidiary, including—(i)the name, date and place of incorporation and the issued or stated capital of its subsidiary, together with details of the shares held by the holding company, and the main business of its subsidiary and the date on which it became a subsidiary; and(ii)if material, a statement as to the estimated commitments of the company and its subsidiary for the purchase and erection of buildings, plant and machinery, the estimated date of completion and the commencement of the operational use thereof.(f)For the company and each subsidiary, in respect of each of the preceding five (5) years, particulars of—(i)the profits or losses before and after tax;(iii)the dividends paid in cents per share; and(iv)the dividend cover for each year,or where the company is a holding company, the same information, mutatis mutandis, for the company in consolidated form.(g)If any part of the proceeds of the issue of shares is to be applied, directly or indirectly, to the acquisition by the company or its subsidiary of the shares of any other company or body corporate, in consequence of which that company or that body corporate will become a subsidiary of the company, in respect of each of the preceding five years, the same particulars relating to such company or body corporate as are required, mutatis mutandis, by subparagraph (f) and a general history of such company or body corporate, as required by subparagraphs (a) and (b).(h)If any part of the proceeds of the issue of shares is to be applied, directly or indirectly, to the acquisition by the company or its subsidiary of a business undertaking, in respect of each of the preceding five (5) years, particulars relating to such business undertaking of—(i)the profits before and after tax;(i)The opinion of the directors, stating the grounds therefor, as to the prospects of the business of the company and of its subsidiary and of any subsidiary or business undertaking to be acquired.7.Purpose of the offerA statement of the purpose of the offer giving reasons why it is considered necessary for the company to raise the capital offered, and if the capital offered is more than the amount of the minimum subscription referred to in paragraph 21, the reasons for the difference between the capital offered and the said minimum subscription.8.Share capital of the companyParticulars of the share capital—(a)the authorised and issued share capital, share premium and share capital held in reserve, the number and classes of shares and their nominal value;(b)the stated capital, distinguishing between each of the items specified in section 96 of the Act, and, in the case of items (a) and (b), between different classes of shares;(c)the number of shares issued and held in the reserve and the classes of shares;(d)a description of the respect preferential conversion and exchange rights, rights to dividends, profits or capital of each class, including redemption rights and rights on liquidation or distribution of capital assets;(e)the number of founders’ and management or deferred shares, if any, and the special rights attaching thereto.9.Loans(a)Details of material loans, including debentures, to the company and to its subsidiary at the date of the prospectus, stating—(i)whether such loans are secured or unsecured;(ii)the names of the lenders if not debenture holders;(iii)the amount, terms and conditions of repayment;(iv)the rates of interest on each loan; and(v)details of the security; if any.(b)Details of material loans by the company or by its subsidiary, other than in the ordinary course of business, at the date of the prospectus, stating—(ii)the person to whom made;(iii)the rate of interest;(iv)if the loan is in arrears, the last date on which it was paid and paid and the extent of the arrears;(v)the period of the loan;(vii)the value of such security and the method of valuation;(viii)if the loan is unsecured, the reasons therefor; and(ix)if the loan was made to another company, the names and addresses of the directors of such company.10.Options or preferential rights in respect of sharesThe substance of any contract or arrangement or proposed contract or arrangement, whereby any option or preferential right of any kind was or is proposed to be given to any person to subscribe for any shares of the company or its subsidiary or its subsidiary, giving the number and description of any such shares, including, in regard to the option or right, particulars of—(a)the period during which it is exercisable;(b)the price to be paid for shares subscribed for under it;(c)the consideration given or to be given for it;(d)the names and addresses of the person to whom it was given, other than to existing shareholders as such or to employee under a bona fide staff option scheme;(e)if given to existing shareholders as such, material particulars thereof; and(f)Any other material fact or circumstance concerning the granting of such option or right.Subscribing for shares shall, for the purpose of this paragraph, include acquiring them from a person to whom they were allotted or were agreed to be allotted with a view to his offering them for sale.11.Shares issued or to be issued otherwise than for cashThe number of shares which within the proceeding two years were issued, or were agreed to be issued, by the company or its subsidiary, to any person, otherwise than for cash, and the consideration for which those shares were issued or were agreed to be issued, and the value of the property, if any, acquired or to be acquired.12.Property acquired or to be acquired(a)Particulars of any immovable property or other property of the nature of fixed assets purchase or acquired by the company or its subsidiary or proposed to be purchased or acquired, the purchase price of which is to be defrayed in whole or in part out of the proceeds of the issue, or is to be or was within the preceding two years paid in whole or in part in securities of the company or its subsidiary, or out of the funds of the company or its subsidiary, whether in cash or shares, or the purchase or acquisition of which has not been completed at the date of the prospectus, and the nature of the title or interest therein acquired or to be acquired by the company or its subsidiary;(b)details of the consideration given, or to be given, for the acquisition of any such property, specifying the value payable goodwill, if any;(c)the names and addresses of the vendors and the consideration received or to be received by each;(d)brief particulars of any transaction relating to the property completed within the preceding two years in which any vendor of the property to the company or its subsidiary or any person who is or was at the time of the transaction a promoter or a director or proposed director of the company had any interest, direct or indirect: Provided that where the vendors or any of them are a partnership, the members of the partnership shall not be treated as separate vendors; and(e)particulars of the price at which any such property which is immovable property or an option over immovable property was purchased or sold within three (3) years prior to the date of the prospectus where any promoter or director was a member of a partnership, syndicate or other association of persons which had such an interest, with the dates of any such purchases and sales and the names of any such promoter or director, and the nature and extent of his interest; for the purposes of this subparagraph, shares of a company, the major asset of which immovable property, shall be deemed to be immovable property.13.Amounts paid or payable to promotersThe amount paid within the preceding two (2) years or proposed to be paid to any promoter, with his name and address, or to any partnership, syndicate or other association of which he is or was a member, and the consideration for such payment, and any other benefit given to such promoter, partnership, syndicate or other association within the said period or proposed to be given, and the consideration for the giving of such benefit.14.Commissions paid or payable in respect of underwritingThe amount, if any, or the nature and extent of any consideration, paid within the preceding two (2) years, or payable as commission to any person (including commission so paid or payable to any sub-underwriter who is a promoter or director or officer of the company) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for any shares of the company, the name, occupation and address of each such person, particulars of the amounts underwritten or sub-underwritten by each and the rate of the commission payable for such underwriting or sub-underwriting contract with such person; and if such person is a company, the names of the directors of such company and the nature and extent of any interest, direct or indirect, in such company of any promoter, director or officer of the company in respect of which the prospectus is issued.15.Preliminary expenses and issue expensesThe amount or estimated amount of preliminary expenses, if incurred within two (2) years of the date of the prospectus, and the persons by whom any of those expenses were paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses were paid or are payable.16.Material contracts(a)The dates and the nature of, and the parties to, every material contract entered into by the company or its subsidiary, not being a contract entered into the ordinary course of the business carried on or proposed to be carried on by the company or its subsidiary or a contract entered into more than two (2) years before the date of the prospectus, and a reasonable time and place at which any such contract or a copy thereof may be inspected.(b)A brief summary of existing contracts or proposed contracts, either written or oral, relating to the directors’ and managerial remuneration, royalties, and secretarial and technical fees payable by the company and its subsidiary.17.Interest of directors and promoters(a)Full particulars of the nature and extent of any material interest, direct or indirect, of every director or promoter in the promotion of the company and in any property proposed to be acquired by the company out of the proceeds of the issue, and where the interest of such director or promoter consists in being a member of a partnership, company, syndicate or other association of persons, the nature and extent of the interest of such partnership, company, syndicate or other association, and the nature and extent of such director’s or promoter’s interest in the partnership, company, syndicate or other association.(b)Full particulars of the nature and extent of any material interest, direct or indirect, of every director or promoter in the property acquired or proposed to be acquired by the company or its subsidiary during the three years preceding the date of the prospectus.(c)A statement of all sums paid or agreed to be paid within the three years preceding the date of the prospectus to any director or to any company in which he is beneficially interested or of which he is a director, or to any partnership, syndicate or other association of which he is a member, 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 for services rendered by him or by the company, partnership, syndicate or other association in connection with the promotion or formation of the company.18.Particulars of the offer(a)Particulars of the shares offered, including—(ii)the nominal value of the shares, if applicable;(iii)the number of shares offered;(v)other conditions of the offer.(b)Particulars of the debentures offered, including—(i)the class of debentures;(ii)the conditions of the debentures;(iii)if the debentures are secured, particulars of the security, specifying the property comprising the security and the nature of the little to the property; and(iv)other conditions of the offer.19.Time and date of the opening and of the closing of the offerThe time and date of the opening and of the closing of the subscription lists or of the offer.20.Issue priceThe amount payable by way of premium, if any, on each share which is to be issued or was issued in the five years preceding the date of the prospectus, stating the dates of issue, the reasons for any such premium, and, where some shares were or are to be issued at a premium and other shares at par or at a lower premium, also the reasons for the differentiation, and how any such premium was or is to be dealt with.21.Minimum subscription(a)The minimum amount which, in the opinion of the directors, must be raised by the issue of the 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 matters—(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 expense payable by the company, and any commission payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares of the company;(iii)the repayment of moneys borrowed by the company and its subsidiary in respect of any of the foregoing matters;(iv)working capital, stating the specific purposes for which it is to be used and the estimated amount required for each such purpose;(v)any other expenditure, stating the nature and purposes thereof 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 from which those amounts are to be provided.22.Statement as to adequacy of capitalA statement that in the opinion of the directors the issued capital of the company (including the amount to be raised in pursuance of this offer) is adequate for the purposes of the business of the company and of its subsidiary, and if they are of the opinion that it is inadequate, the extent of the inadequacy and the manner in which and the sources from which the company and its subsidiary are or are to be financed.23.Statement as to listing on stock exchangeA statement as to whether or not an application has been made under section 153 of the Act for a listing of the shares offered and the name of the Stock Exchange.24.Requirements for prospectus of mining company(a)A report by an expert containing information appropriate to the subject matter of the prospectus and including, if applicable—(i)a statement describing briefly the geological characteristics of the occurrence;(ii)details of previous operations and production relevant to the workability and playability of the proposed mining operations;(iii)survey, drilling and borehole results;(v)an interpretation of the information available with reference to the viability o the project.(b)Material information not otherwise required by this Schedule relating to the mineral rights, or any other right to mine, mining title, including any Government mining lease, and immovable property available for the mine, including, if applicable—(i)whether the aforesaid is owned by the company, or in process of transfer or is under option or lease;(ii)the name of the farm on and district in which each is situated;(iv)the aggregate price of other consideration for which they were or are to be acquired;(v)relevant details of any option as aforesaid.(c)A statement by the directors of the plans for reaching the production stage or for increasing output, including information regarding—(i)shaft sinking and development;(ii)capital expenditure for each material state of development.Part II – Reports to be set out
25.Report by auditor of company(1)A report by the auditor of the company with respect to—(a)profits or losses and assets and liabilities, in accordance with subparagraph (2) or (3) of the paragraph, as the case require; and(b)the rates of the dividends, if any, paid by the company in respect of each class of shares of the company in respect of each of the five (5) financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends were paid and particulars of the cases in which no dividends were paid in respect of any class of any respect of any of those years, and, if no annual financial were made out in respect of any part of the period of five (5) years ending on a date three months before the issue of the prospectus, a statement of that fact.(2)If the company has no subsidiary, the report shall—(a)in regard to profits or losses, deal with the profits or losses of the company in respect of each of the five (5) financial years immediately preceding the issue of the prospectus; and(b)in regard to assets and liabilities, deal with assets and liabilities of the company at the last date to which the annual financial statement of the company were made out.(3)If the company has a subsidiary, the report shall—(a)in regard to profits or losses, deal separately with the company’s profits or losses as provided by subparagraph (2), and in addition, deal—(i)as a whole with the combined profits or losses of all subsidiaries, as 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(iii)as a whole with the consolidated profits or losses of the company and (so far as concerns members of the company) of all subsidiaries; and(b)in regard to assets and liabilities, deal separately with the company’s assets and liabilities as provided by subparagraph (2) and, in addition, deal—(i)as a whole with the combined assets and liabilities of all subsidiaries, indicating the interests therein of members other than the company; or(ii)individually with the assets and liabilities of each subsidiary, indicating the interests therein of members other than the company; or(iii)as a whole with the consolidated assets and liabilities of the company and all subsidiaries, indicating the interests therein of members other than the company;(c)if a subsidiary incurred losses, state the amounts of such losses and the manner in which provision was made therefor.(4)The auditor shall satisfy himself, as far as reasonably practicable, that save as stated in his report—(a)the debtors and creditors do not include any accounts other than trade accounts;(b)the provisions for doubtful debts are adequate;(c)adequate provision has been made for obsolete, damage or defective goods, and for supplies purchased at prices in excess of current market prices;(d)inter company profits in the group have been eliminated;(e)there have been no material changes in the assets and liabilities of the company and of any subsidiary since the date of the last annual financial statements.26.Report by auditor where business undertaking to be acquiredIf the proceeds, or any part of the proceeds, of the issue of the shares or any other funds are to be applied directly or indirectly in the purchase of any business undertaking, a report made by an auditor (who shall be named in the prospectus) upon—(a)the profits or losses of the business undertaking in respect of each of the five (5) financial years preceding the date of the prospectus; and(b)the assets and liabilities of the business undertaking at the last date to which the financial statements of the business undertaking were made out.27.Report by auditor where body corporate will become a subsidiary(1)If the proceeds or any part of the proceeds of the issue of the shares are to be applied, directly or indirectly, in any manner resulting in the acquisition by the company or its subsidiary of shares of any body corporate by reason of which or of anything to be done in consequence thereof in connection therewith, that body corporate will become a subsidiary of the company, a report made by an auditor (who shall be named in the prospectus) upon—(a)the profits or losses of the other body corporate in respect of each of the five (5) financial years preceding the date of the prospectus; and(b)the assets and liabilities of the other body corporate at the last date of which the annual financial statements of the body corporate were made out.(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 respect of assts and liabilities so dealt with, for other shares, if the company had at all material times held the shares to be acquired; and(b)where the other body has a subsidiary, or, had it been a company in terms of the Act, would have had a subsidiary, or, had it been a company in terms of the Act, would have had a subsidiary, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiary and such other body corporate as would have been its subsidiary if it had been a company in terms of the Act, in the manner provided by paragraph 25(3) in relation to the company and its subsidiary.28.Auditor not qualified to make reportsAny report by an auditor required by this Schedule shall not be made by any auditor who is a director, officer or employee or a partner of or in the employment of a director, officer or employee of the company or of the company’s subsidiary or holding company or of any other subsidiary of the holding company.29.Qualification in respect of references to period of five yearsIf in the case of a company which has been carrying on business, or of a business undertaking which has been carried on, for less than five (5) years, the annual financial statements of the company of business undertaking have only have been made out in respect of four (4) years, three (3) years, two (2) years, or one (1) year, this Part of this Schedule shall have effect as if references to four (4) years, three (3) years, two (2) years or one (1) year, as the case may be, were substituted for references to five (5) years.30.Adjustment of figures in reportsAny report required by this Part of this Schedule shall either indicate by way of note any adjustments as regards 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 or shall make these adjustments and indicate that adjustments have been made.31.Report by directors as to material changesA report by the directors of the company setting out any material change in the assets or liabilities of the company or any subsidiary which may have taken place between the last date to which the annual financial statements of the company or any subsidiary, as the case may be, were made out, and the date of the prospectus.Part III – Matters which must be stated in a prospectus under section 134 of the Act
32.Names, addresses and incorporationThe name and address of the registered office and of the transfer office, and if an external company, or a body corporate incorporated outside the Kingdom, the country in which it is incorporated.33.Description of businessIf there has been a material change in the nature of the activities of the company since the issue of its last financial statements, then a general description of the business carried on by the company and any subsidiary.34.DirectorsThe names of the directors of the company.35.SecretaryThe name, address and professional qualifications, if any, of the secretary of the company.36.Purpose of the offerA statement of the purpose of the offer, giving reasons why it is considered necessary for the company to raise the capital offered. If it is the intention to acquire a business undertaking or property, a brief history of such business undertaking or property must be given, including—(a)particulars of any such business undertaking or property purchased or acquired or proposed to be purchased or acquired by the company or its subsidiary, the purpose price of which is to be defrayed in whole or in part out of the proceeds of the issue;(b)the amount, if any, paid or payable as purchase money in cash or shares, for any such business undertaking or property as aforesaid, specifying the amount, if any, payable for goodwill;(c)the name and address of any vendor;(d)the count payable in cash or shares to any vendor and, where there is more than one vendor or the company is a sub-purchaser, the amount so payable to each vendor.37.Share capital of the companyParticulars of the share capital—(a)the authorised and issued share capital, share premium and share capital held in reserve, the number and classes of shares and their nominal value;(b)the stated capital, distinguishing between each of the items specified in subsection (1) of section 96 of the Act, and, in the case of items (a) and (b), between different classes of shares;(c)the number of shares issued and held in reserve and the classes of shares;(d)a description of the respective preferential, conversion and exchange rights, rights to dividends, profits or capital of each class, including redemption rights and rights on liquidation or distribution of capital assets;(e)the number of founders’ and management or deferred shares, if any, and any special rights attaching thereto.38.Previous issues of debenturesWhere debentures are offered—(a)the aggregate amount raised before the date of the offer by the issue of debentures which have not been redeemed;(b)particulars of debentures issued during the preceding period of two years, specifying the classes of debentures, whether secured or unsecured and, if secured, the property comprising the security;(c)any material outstanding loans.39.Options or preferential rights in respect of sharesThe substance of any contract or arrangement or proposed contract or arrangement, whereby an option or preferential right of any kind was or is proposed to be given to any person to subscribe for any shares of the company or its subsidiary, giving the number and description of any such shares of the company or its subsidiary, giving the number and description of any such shares, including, in regard to the option or right, particulars of—(a)the period during which it is exercisable;(b)the price to be paid for shares subscribed for under it;(c)the consideration given or to be given for it;(d)the names and addresses of the person to whom it was given, other than existing shareholders as such or to employees under a bona fide option scheme;(e)if given to existing shareholders as such, material particulars thereof; and(f)any other material fact or circumstance concerning the granting of such option or right.40.Material contractsThe dates and nature of, and the parties to, every material contract entered into by the company or its subsidiary, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or its subsidiary or a contract entered into more than two (2) years before the date of the prospectus, and a reasonable time and place at which any such contract or a copy thereof may be inspected.41.Interest of directors(a)Full particulars of the nature and extent of any material interest, direct or indirect, of every director in any property proposed to be acquired by the company or its subsidiary out of the proceeds of the issue, and, where the interest of such director consists in being a member of a partnership, company, syndicate or other association of persons, the nature and extent of the interest of such partnership, company, syndicate or other association, and the nature and extent of such director’s interest in the partnership, company, syndicate or other association.(b)Full particulars of the nature and extent of any material interest, direct or indirect, of every director in the property acquired or proposed to be acquired by the company or its subsidiary during the three years preceding the date of the prospectus.(c)A statement of all paid or agreed to be paid within the three years preceding the date of the prospectus to any director or to any company in which he is beneficially interested or of which he is a director, or to any partnership, syndicate or other association of which he is a member, in cash or shares or otherwise, by any person either to induce him to become or to director, 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 company, partnership, syndicate or other association in connection with the promotion or formation of the company.42.Commissions paid or payable in respect of underwritingIn respect of the issue, the amount, or the nature and extent of any consideration, paid or payable as commission to any person (including a sub-underwriter who is a director or officer of the company) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for any shares of the company which are being issued in terms of the prospectus, the name, occupation and address of each such person, particulars of the amounts which has underwritten and the rate of the commission payable for such underwriting to such person; and if such a person is a company, the names of the directors of such company and the nature and extent of any interest, direct or indirect, in such company of any director or other officer of the company in respect of which the prospectus is issued.43.Particulars of the offer(a)Particulars of the shares offered, including—(ii)the nominal value of the shares, if applicable;(iii)the number of shares offered;(v)other conditions of the offer.(b)Particulars of debentures offered, including—(i)the class of debentures;(ii)the conditions of the debentures;(iii)if the debentures are secured, particulars of the security, specifying the property comprising the security and the nature of the titled of the property; and(iv)other conditions of the offer.44.Time and date of the opening and of the closing of the offerThe time and date of the opening and of the closing of the subscription lists of the offer.45.Statement where an offer is not underwrittenIn the event of the offer not being underwritten, a statement by the directors of the manner in which, and the sources from which, any shortfall in the amount proposed to be raised by means of the offer is to be financed.46.Report by directors as to material changesA report by the directors of the company setting out any material change in the state of the affairs of the company or its subsidiary which may have taken place between the last date to which the interim reports or the annual financial statements were made out and the date of the prospectus.47.Report by auditor where business undertaking is to be acquiredIf the proceeds, or any part of the proceeds, of the issue of the shares are to be applied, directly, in the purchase of any business undertaking, a report made by an auditor (who shall be named in the prospectus) upon—(a)the profit or losses of the business undertaking in respect of each of the five (5) financial years preceding the date of the prospectus; and(b)the assets and liabilities of the business undertaking at the last date to which the financial statements of the business undertaking were made out.48.Report by auditor where body corporate will become a subsidiary(1)If the proceeds or any part of the proceeds of the issue of the shares are to be applied, directly or indirectly, in any manner resulting in the acquisition by the company or its subsidiary of shares of any other body corporate by reason of which or of anything to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the company, a report made by an auditor (who shall be named in the prospectus) upon—(a)the profits or losses of the other body corporate in respect of each of the five (5) financial years preceding the date of the prospectus; and(b)the assets and liabilities of the other body corporate at the last date to which the annual financial statements of the body corporate were made out.(2)The said report shall—(a)indicate how their 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 respect of 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 a subsidiary or, had it been a company in terms of the Act, would have had a subsidiary, deal with the profit or losses and the assets and liabilities of the body corporate and its subsidiary and such other body corporate as would have been its subsidiary if it had been a company in terms of the Act, in the manner provided by paragraph 25(3) in relation to the company and its subsidiary.Part IV – Directions as to the form of a prospectus
49.The information required to be stated in a prospectus shall be set out in print or type and shall not be less conspicuous than that in which any additional matter is printed or typed and shall be set out in separate paragraphs under the headings included in this Schedule.50.A prospectus shall deal with each of the applicable paragraphs of this Schedule under its prescribed heading but not necessarily in the same order, and shall in each case by means of a number in brackets, or otherwise, refer to the number of the paragraph of this Schedule. In the paragraph of the prospectus under the heading "Paragraphs of Schedule 2 which are not applicable", the numbers of the paragraphs of this Schedule which are not applicable shall be stated.51.As far as possible the general matter of a prospectus shall be presented in narrative form and statistical matter in tabular form.Schedule 3
Requirements for annual financial statements and interim reports
Preliminary
1.The annual financial statements shall fairly present the state of affairs and operations and results thereof of the company, together with any material matters not specifically described by the Act or this Schedule which have affected or are likely to affect the business of the company, both by way of figures and by narrative report complementing and explaining where necessary figures in financial statements. The requirements in this respect in relation to interim reports are contained in Part IV of this Schedule.2.This Schedule has effect in addition to the requirements of the Act in respect of annual financial statements and interim reports.3.A company may, in addition to matters expressly permitted by this Schedule, give any information required by this Schedule to be stated in a balance sheet or income statement, in the form of a note or annexure thereto if such presentation would be more effective or convenient.Interpretation
4.(1)For the purpose of this Schedule, unless the context otherwise indicates—"accounting date" means, in the case of annual financial statements, the date on which the financial year of a company terminates and in the case of interim reports, the date on which the accounting period concerned terminates;"accounting period" means, in the case of annual financial statements, the financial year of the company and in the case of interim reports, the period concerned for which an accounting is required by the Act;"distributable reserve" means, subject to subparagraph (3) of this paragraph, any amount which has been carried and which may, in accordance with generally accepted accounting practice and legal principles, be taken to the credit of the income statement and distributed by way of dividend, and does not include any amount retained by way of providing for any known liability; and "non-distributable reserve" shall be construed accordingly;"fellow subsidiary" means, in relation to another company, a company which is a subsidiary of the same holding company of which that other company is a subsidiary;"group annual financial statements" means the annual financial statements in respect of groups of companies as prescribe by section 284 of the Act;"group of companies" or "group" means a holding company, not itself being a wholly owned subsidiary, together with all the companies being its subsidiaries;"listed investment" means an investment in regard to which permission has been granted to deal therein on a recognised stock exchange or on any stock exchange of repute outside the Kingdom; and "unlisted investment" shall be construed accordingly;"material" means anything significant in relation to the circumstances applicable to each company; and "materially" shall have a corresponding meaning;"provisions" means, subject to subparagraph (3) of this paragraph, any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for am known liability including the liability to each company; and "materially" shall have a corresponding meaning;"the Act" means the Companies Act, 2001.(2)In respect of "distributable reserve" and "provision" referred to in subparagraph (1), "liability" includes all liabilities in respect of expenditure contracted for and all disputed or contingent liabilities.(3)Where—(a)any amount written off or retained by way of provision for depreciation, renewals or diminution in value of assets; or(b)any amount retained by way of provision for any known liability, is in excess of that which in the opinion of the directors and the auditor is reasonably necessary for the purpose, the excess shall be treated for the purposes of this Schedule as a reserve and not as a provision, and if, contrary to the opinion of the directors, the auditor considers that an amount should be treated as reserve, he shall report specifically on the subject to the shareholders.Part I – A balance sheet
Share capital and shares
5.There shall be stated—(a)the authorised and issued share capital;(b)the classes of share, their respective number and nominal value, into which the authorised share capital is divided;(c)the number of the issued shares and the amount of the issued share capital in respect of each class of shares;(d)the stated capital account;(e)the amount of the share premium account;(f)in respect of redeemable preference shares, the earliest and latest dates on which the company has power to redeem them, whether they must be redeemed in any event or are liable to be redeemed at the option of the company, and the premium, if any, payable on redemption; and(g)in respect of preference shares convertible into ordinary shares, the conditions of conversion, rights of conversion or a note where the conditions may be inspect.6.The respective aggregate amounts, if material, of reserves and provisions (other than provisions for depreciation, or diminution in value of assets) shall be stated under separate headings and subheading indicating the types of reserves and provisions.7.In respect of the financial year concerned there shall be stated (unless it is shown in the income statement or a statement or report annexed thereto, or the amount involved is not material)—(a)the source of and the amount of any transfers to reserves and aforesaid provisions; and(b)the amount and the application of any transfer from reserves and aforesaid provisions.Liabilities
Debentures
8.There shall be stated—(a)the amount and classes of debentures issued and, if convertible into shares, the conditions of conversion and the dates on which debentures may, or shall be redeemed, or where the conditions of conversion are numerous, a note where these conditions may be inspected;(b)where any the company’s debentures are held by a nominee of, or trustee for, the company, the nominal amount of the debentures and the amount at which they are stated in the books of the company;(c)particulars of any redeemed debentures which the company has power to re-issue.General
9.The liabilities shall be summarised with such particulars as are necessary to disclose their general nature and shall be classified under headings and sub-headings appropriate to the company’s business and where the amount of any class of liability is not material, it may be included under the same heading as some other class.Overdrafts, loans and dividends
10.There shall be shown under separate headings—(a)the aggregate amount of bank overdrafts;(b)the amounts of loans made to the company, where the date of repayment of the loan is more than one (1) year after the accounting date, the rates of interest in respect thereof, the respective dates of repayment and, if repayment and, if repayable in instalments, the amounts thereof (the matters prescribed in this subparagraph may, if desired, be stated by way of a note);(c)the aggregate amount which has been declared or is recommended for distribution by way of dividend.Secured liabilities
11.Where any liability of the company is secured by any assets of the company, otherwise than by operation of law, that fact shall be stated, specifying the liability and the assets by which it is secured.Indebtedness to companies in group
12.There shall be shown under separate headings—(a)the aggregate amount of indebtedness (whether on account of loan or otherwise) to the company’s subsidiaries;(b)the aggregate amount of the company’s indebtedness to all bodies corporate of which it is a subsidiary or a fellow subsidiary, distinguishing between indebtedness in respect of debentures and otherwise.Assets
General
13.The assets shall be summarised with such particulars as are necessary to disclose their general nature and shall be classified under headings and sub-headings appropriate to the company’s business and, where the amount of any class of assets is not material, it may be included under the same heading as some other class.14.Fixed assets, current assets and assets that are neither fixed nor current shall be separately identified.Fixed assets
15.The method or methods used to arrive at the amount of the fixed assets and the assets which are neither fixed nor current, under each heading, shall be stated.16.(1)The method of arriving at the amount of any fixed assets (and asset neither fixed nor current) shall, subject to subparagraph (2), be to take the difference between—(a)its cost, or if it stands in the company’s books at a valuation, the amount of the valuation; and(b)the aggregate amount provided or written off since the date of acquisition or valuation, as the case may be, for depreciation or diminution of value.(2)Subparagraph (1) shall not apply—(a)to assets the replacement of which is provided for wholly or partly—(i)by making provision for renewals and charging the cost of replacement against the provision so made; or(ii)by charging the costs of replacement direct to revenue;(b)to any listed and unlisted investments;(c)to goodwill, patents or trade marks.(3)In respect of the assets under each heading whose amount is arrived at in accordance with subparagraph (1) of this paragraph, there shall be shown—(a)the aggregate of the amounts referred to in paragraph (a) of that subparagraph; and(b)the aggregate of the amounts referred to in paragraph (b) thereof.(4)As regards the assets under heading who amount is not arrived at in accordance with the said subparagraph (1) because their replacement is provided for as mentioned in subparagraph (2)(a) of this paragraph, there shall be stated—(a)the means by which their replacement is provided for; and(b)the aggregate amount of the provision, if any, made for renewals and not used.(5)As regards any land and buildings which are fixed assets, there shall also be stated—(a)a description of such land and buildings and the situation thereof;(b)the date of their acquisition by the company;(c)their purchase price; and(d)the costs of additions or improvements since the date of acquisition or valuation, which costs shall be analysed to indicate the years in which the additions and improvements to building were carried out:Provided that where there are more than five different items of land and buildings a company may, if it considers that compliance with this subparagraph would be inconvenient or cumbersome, include the information in a schedule or register and shall in the event state in the balance sheet that the said schedule or register shall be open for inspection by members or their duly authorised agents at the registered office of the company. The provisions of section 97 of the Act in regard to the inspection of a register of members shall, mutatis mutandis, apply to the inspection of the said schedule or register: Provided further that the requirements of subparagraph (5)(b), (c) and (d) shall not apply to land and buildings acquired or used solely for the purpose of carrying on mining operations, including housing for mine employees.(6)As regard any fixed assets referred to in subparagraph (5), the amount of which is arrived at by reference to a valuation, the provisions of subparagraphs (b) and (c) thereof shall not apply, but there shall be stated in which the assets were severally valued and the several values and, in the case of assets that have been valued during the financial year concerned, the names and qualifications of the persons who valued them and the basis of valuation used by them:Provided that where there are more than different items of land and building which have over the years been severally valued, a company may, if it considered that compliance with this subparagraph would be inconvenient or cumbersome, include the information in a schedule or register and shall in that event state in the balance sheet that the said schedule or register shall be open for inspection by members or their duly authorised agents at the registered office of the company. The provisions of section 97 of the Act in regard to the inspection of the register of members shall, mutatis mutandis, apply to the inspection of the said schedule or register.Interests in subsidiaries
17.The aggregate amount of interests of the company, if a holding, consisting of share of, or amounts owing (whether on account of loan or otherwise) by, its subsidiaries, distinguishing shares from indebtedness, shall be set out in the balance sheet separately from the other assets of the company.Indebtedness of holding company and fellow subsidiaries
18.The aggregate amount of the indebtedness to the company of all holding companies and fellow subsidiaries, shall be set out, distinguishing between indebtedness in respect of debentures and otherwise.Loans to, and security for directors, managers and employees
19.The aggregate amounts of any outstanding loans under section 80(b) and (c) of the Act and the particulars required by sections 255 and 207 of the Act shall be shown under separate headings.Goodwill, patents and trade marks
20.If the amount of the goodwill and of any patents and trade marks or part of that amount is shown as a separate item in, or is otherwise ascertainable from, the accounting records, or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents in the possession of the company, the said amount so shown or ascertainable, so far as it is not written off, or, as the case may be, the said amount so far as it is shown or ascertainable, shall be stated as a separate item.Investments
21.(1)There shall be shown under separate headings the aggregate amounts respectively of the company’s listed and unlisted investments, not being interests in subsidiaries dealt with in group annual financial statements.(2)There shall be shown—(a)in respect of the company’s listed investments, the aggregate market value where it differs from the amount of the investments as stated; and(b)in respect of the company’s unlisted investments, and unless they are dealt with under paragraph 22, the aggregate of the directors’ valuation of such investments.22.Where no directors’ valuation as prescribed by paragraph 21(2)(b) is shown, the following information shall be stated in a note or statement to be annexed to the balance sheet:(a)the aggregate amount of the company’s income for the financial year concerned that is ascribable to the investments;(b)the amounts of the company’s share, before and after taxation, of the net aggregate profits of the companies of which shares are held (and the extent by which such profits have been affected by abnormal items), being profits for the several accounting periods in respect of which they have issued annual financial statements during the company’s financial year concerned, after deducting these companies’ losses for those period (or vice versa);(c)the amount of the company’s share of the aggregate of the share capital, distributable and non-distributable reserves and undistributed profits accumulated by the companies of which shares are held since the dates when the investments were acquired, after deducting the losses accumulated by them since that time (or vice versa);(d)the manner in which any losses have been dealt with in the company’s financial statements.23.There shall be shown in the balance sheet or in an annexure thereto, except in the case where the aggregate amount of the interest of the company consisting of shares, or amounts owing (whether on account of loan or otherwise to another company) is not material, the names of all companies (excluding subsidiary companies) of which the company beneficially owns shares and in each case either the number of shares so held or the percentage of the amount of such shares in the aggregate amount of the listed or unlisted investments. Where a percentage is so given there shall be a statement as to whether this is a percentage of the aggregate book value, market value or directors valuation, as the case may be.24.Where the proceeds or any part of the profit made on the realisation of any investments is applied to write down the amount of the remaining investments, that fact and the amount so applied shall be stated in the balance sheet: provided that the requirements of this paragraph shall not apply in respect of the proceeds of or profits on the realisation of investments dealt with under paragraph 36(a).Current assets
25.(1)For the purposes of this paragraph, "Stock" means any property, whether corporeal or incorporeal, which the company buys, or manufactures, or processes, or develops or sells in the ordinary course of its business.(2)The amount of stock shall be shown as a separate item and, where the amount of stock and work in progress is material in relation to either the trading results or the financial position, it shall be classified under appropriate sub-headings which shall include, where applicable—(a)raw materials (including component parts);(c)merchandise which shall include any form of stock not mentioned in sub-paragraph (1) and which may itself be shown under appropriate sub-headings;(d)consumable stores (including maintenance spares);(e)work in progress (including standing crops);(f)contracts in progress:Provided that where the directors are of the opinion that classification into some or all of the categories referred to would result in a failure to present a fair view, then the classification should be reduced to those categories where a fair view would be obtained and the reasons given for indicating all categories.(3)In regard to the method of determining the value of stock, there shall be stated—(a)whether it is consistent with the method of the previous year;(b)whether it is the lower of cost or net realisable or replacement value or other expressly specified value;(c)the accounting basis which has been used in determining the value of stock on hand. Where several different bases of determining the value of stock have been used and, in the opinion of the directors, a statement of all the bases used would be of little value to the shareholders, an intelligible summary of the bases used must be stated;(d)in the case of work in progress and contracts in progress, whether the value includes both direct costs and overheads;(e)in the case of spares held for maintenance purposes, the method of providing for obsolescence employed.(4)There shall be stated any additional information required fairly to present the value of the stock including in the case of contracts in progress, whether profits or losses have been taken into account and, if so, to what extent.(5)If in the opinion of the directors any of the current assets have not a value on realisation in the ordinary course of the company’s business at least equal to the amount at which they are stated, the fact that the directors are of that opinion and the extent of the estimated shortfall shall be stated.Preliminary expenses, commissions and discounts
26.There shall be stated under separate sub-headings so far as they are not written off—(a)the preliminary expenses;(b)any expenses incurred in connection with any issue of shares or debentures;(c)any sums paid by way of commission in respect of any shares or debentures;(d)the amount of the discount allowed on any issue of shares at a discount.Corresponding accounts of preceding year
27.Except in the case of the balance sheet, the corresponding amounts at the end of the immediately preceding financial year in respect of all items shown in the balance sheet shall be stated.Notes to balance sheet
28.The matters stated in paragraphs 29 to 36, inclusive, shall be stated by way of a note or in a statement or report annexed to the balance sheet, if not otherwise shown.Shares or debentures held by subsidiary
29.There shall be stated the number, description and amount of the shares and debentures of the company held by its subsidiaries or their nominees, but excluding any such shares or debentures in respect of which the subsidiary is concerned in a representative capacity or as a trustee under a trust in which neither the company nor any subsidiary thereof is beneficially interested otherwise than by way of security for the purposes of a transaction entered into by it in the ordinary course of business which includes the lending of money.30.The number, description and amount of any shares of the company which any person has an option to subscribe for or in respect of which any person has any preferential right of subscription, shall be stated together with the following particulars—(a)the period during which the option or right is exercisable;(b)the price to be paid for share subscribe for under it.Directors’ authority to issue shares
31.The amount of any share capital or the number of shares which the directors are authorised to issue by resolution of the shareholders, the terms of such authority and the period for which it was granted, shall be stated.Arrear dividends
32.The amount of any arrears of fixed cumulative dividends on each class of the company’s shares and the period for which the dividends are in arrear.Contingent liabilities
33.(1)Particulars of any encumbrance on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured, shall be stated.(2)The general nature of any other contingent liabilities not provided for and, where practicable, the aggregate or estimated amount of those liabilities, fit if is material, shall be stated.Contracts for capital expenditure
34.Where practicable the aggregate amount or estimated amount, if it is material of contracts for capital expenditure, not otherwise provided for and the aggregate amount of estimated amount, if it is material, of capital expenditure authorised by the directors which has not been contracted for, shall be stated. There shall also be stated the source from which funds to meet such expenditure will be provided.Loans and security to be disclosed by subsidiary
35.The following particulars in respect of any funds employed in a loan or security provided by a company shall, if the provisions of section 38 of the Act apply to such loan or security, be stated—(a)The name of the company which the loan was directly or indirectly made, or in connection with an obligation of which security was directly or indirectly provided to another person.(b)The group relationship between the subsidiary and the company contemplated in subparagraph (a).(c)When funds of the subsidiary have been employed in a loan—(ii)the name of the intermediary concerned if the loan was made indirectly;(iii)the amount of the loan outstanding balance under the loan during the financial year;(vi)the rate at which interest was or is to be paid, the amount paid as interest, and any other consideration which was or is to be given by the borrowing company, covering the whole financial year;(v)the security, if any, obtained in respect of the loan, and if no security was obtained, a statement of that fact;(vi)the terms upon which the loan is being or is to be repaid and, if such terms have not been complied with, the extent of such non-compliance: Provided that, if more than one loan was made by the subsidiary to any particular company on identical terms, such loans may, for purposes of this paragraph, be combined.(d)When security has been provided by the subsidiary—(i)the name of the person to whom the security was provided;(ii)the nature of the security;(iii)the date upon which the security was provided;(iv)the amount for which security was provided;(v)the period for which the security will submit or, if terminated, the date of such termination;(vi)the consideration, if any, which was or is to be received by the subsidiary for providing the security;(vii)the payments, if any, made by the subsidiary under or by virtue of its liability in terms of the security, and the amounts, if any, recovered thereafter under or by virtue of any right of recourse.Basis of conversion of foreign currency
36.The basis on which foreign currencies have been converted into Swazi currency, where the amount of the assets or liabilities affected is material, shall be stated.B – Income statement
37.There shall be shown separately in the income statement—(a)profits or losses on share transactions, showing the application of profits or part thereof to write down the amount of the remaining investments, if not already dealt with under paragraph 24;(b)the amount of income form investments, distinguishing between listed and unlisted investments;(c)the aggregate amount of income from subsidiaries, stating whether dividends, interest, fees or other specified income;(d)the aggregate amount of the dividends paid and proposed, and if such dividends are provided partly or wholly from capital profits, a statement to that effect;(e)the amount charged to revenue by way of provisions (other than provisions for diminution in values of current assets) specifying the nature of each provision of the amount withdrawn from such provisions and not applied for the purpose thereof;(f)the amount provided for taxation (specifying, where material, the origin and different classes of taxes) in respect of the financial concerned and the amount, if any, so provided in respect of any other financial year;(g)the amounts respectively set aside for redemption of shares and of loans;(h)the amount, if material, set aside or proposed to be set aside, to, or withdrawn from, reserves;(i)the amount, if material, of any credit or charge arising in consequence of an event in a preceding financial year;(j)the amount of interest (or other consideration) on any loans, including debentures and bank overdrafts made to the company;(k)the amount of interest on share capital paid out of capital during the financial year concerned and the rate of such interest;(l)the amount paid by way of leasing charged for the use of any asset other than immovable property, which, if owned by the company, would have been subject to a charge for depreciation; and(m)the respective amounts paid as remuneration for managerial, technical, administrative or secretarial services, however described, other than to be bona fide employees of the company.38.The amount for the remuneration of the auditor shall be shown under a separate heading and shall distinguish between the fee for the audit, the fee for other services and his expenses.39.(1)Unless the directors are of the opinion that the disclosure of the amount of turnover or the percentage increase or decrease of turnover would be harmful or meaningless to the company, and the reasons for such opinion are stated, there shall be shown—(a)the aggregate amount of the turnover for the financial year concerned; or(b)the increase or decease of the aggregate turnover for the preceding financial year:Provided that where by virtue of the nature of the business of the company there could be doubt as to what is meant by turnover, there should be indicated (by way of a note) upon what basis turnover has been determined.(2)The method employed to determine the amount of turnover shall be stated and, if a method different to that employed in the preceding financial year is used, that fact shall be stated.40.Except in the case of the first income statement, the corresponding amount for the immediately preceding financial year for all items shown in the income statement, shall be stated.Notes to the income statement
41.The matters referred to in paragraphs 42, 43 and 44 shall be stated by way of a note, if not otherwise shown.42.If provision for depreciation, replacement or the diminution in value of fixed assets is made by some method other than a depreciation charge or provision for renewals or diminution in value or is not provided for, the method by which it is provided for or the fact that it is not provided for, shall be stated.43.If no provision for taxation has been made, that fact, the reason therefor and the financial year in respect of which no provision has been made, shall be stated.44.There shall be stated any material respects in which any items included in the income statement (stating in each case the amount involved) are affected by—(a)transactions of a sort not usually undertaken by the company or otherwise by circumstances of an exceptional or non-recurrent nature, including the amounts paid as fines in respect of contraventions of the Act; any change in the methods for the determination of the amount of any assets.C – Statement fo source an application of funds
45.There shall be annexed to the balance sheet or separately contained therein a statement showing the sources and the application of any funds received and applied during the financial year specifying at least—(1)funds derived from—(a)net income (before deduction of taxes, dividends paid and proposed, and internal provisions and retentions);(b)the disposal of specified fixed and other non-current assets;(c)the proceeds of loans raised and debentures issued;(d)the proceeds of shares issued;(e)repayments received on loans and advances made; and(f)any reduction in net working capital (being current assets less current liabilities); and(2)funds applied to—(b)the acquisition of specified fixed and other non-current assets;(c)the redemption of any loans and debentures;(d)loans and advances made and the purposes for which made;(e)liabilities for taxes;(f)dividends paid and proposed; and(g)any increase in net working capital (being current assets less current liabilities).Part II – Group annual financial statements
Preliminary
46.The provisions contained in paragraphs 47 to 50, inclusive, shall apply to all forms of group annual financial statements and shall also apply in respect of the requirements of paragraphs 56 to 59, inclusive, in relation to subsidiaries not dealt with in group annual financial statements.47.Any profit or loss arising from transactions within the group, in so far as those profits or losses may not have been realised or incurred in respect of a transaction with a person or company outside the group, shall be excluded in determining the total group profit or loss, or the interest of the holding company in the profit or loss of any subsidiary.48.Inter-group balances shall be excluded in determining the total assets and liabilities of the group.49.(1)Dividends declared by a subsidiary out of profits accrued prior to the date on which it became a subsidiary of the holding company, being pre-acquisition profits so far as they are material and reasonably ascertainable, shall not, in the hands of that holding company, form part of its profits available for distribution by way of dividends unless—(a)such holding company is itself the subsidiary of another body corporate; and(b)the shares of the subsidiary were acquired form that other body corporate or a subsidiary of it; and(c)the profits out of which the dividend is declared accrued after the company became a subsidiary of that other body corporate or of a subsidiary of it.(2)For the purpose of establishing whether any profit accrued prior to the acquisition of the shares of the subsidiary, the profit or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reference to the facts, be treated as if it accrued from day to day during that year and be apportioned accordingly.50.There shall be stated any qualifications contained in the report of the auditors of the subsidiaries on their annual financial statements and any note or saving contained in those financial statements to call attention to the matter which, part from the note or saving, would properly have been referred to in such a qualification, note or saving, in so far as the matter which is the subject of the qualification is not covered by the holding company’s own annual financial statements or the annual group financial statements and is material from the point of view of its members.Group annual financial statements in the form of consolidated financial statements
51.Subject to the provisions of paragraphs 52 to 54, inclusive, the consolidated balance sheet and the consolidate income statement shall combine the information contained in the separate balance sheets and income statements of the holding company and of the subsidiaries dealt with in such consolidated financial statements, but with such appropriate adjustments as may be necessary fairly to present the state of affairs as at the accounting date and the results of the operations during the accounting period, of the group of companies.52.Subject as aforesaid and to Part V of this Schedule, the consolidated financial statements shall, in giving the said information, comply, so far as practicable, with requirements of this Act and this Schedule as if they were the financial statements of an actual company.53.Section 258 of the Act (concerning the disclosure of directors’ remuneration) shall not, by virtue of the requirements of paragraphs 50 and 51, apply for the purposes of consolidated financial statements.54.In relation to any subsidiaries of the holding company not dealt with in the consolidated financial statements—(a)paragraph 12 (concerning indebtedness to companies in the group), paragraph 17 (concerning interests in subsidiaries), paragraph 18 (concerning indebtedness of holding company and fellow subsidiaries) and paragraph 29 (concerning shares or debentures held by subsidiaries), shall apply for the purposes of such consolidated financial statements as if those statements were the statements of an actual company of which they were the subsidiaries; and(b)there shall be annexed the information required by paragraphs 56 to 59, inclusive, in respect of subsidiaries not dealt with in group annual financial statements, but as if reference therein to the holding company’s annual financial statements were reference to the consolidated statements.Group annual financial statements in a form other than consolidated statements
55.Where group annual financial statements are prepared in a form other than consolidated statements they shall as far as practicable, present the same or equivalent information concerning the state of affairs and the results of the operations of the group of companies as would be in the consolidated financial statements, including the aggregate amounts of—(a)the excess (if any) of the cost of the shares of the subsidiaries in the group over the net asset value of such shares at the date of acquisition and the non-distributable reserve (if any) arising in consequence of the excess of the net value of the assets at the date of acquisition over the lost of the shares of the subsidiaries. Provided that non-distributable reserves arising on the acquisition of shares in a subsidiary may be set off against any excess of cost of shares of other subsidiaries over the net asset value of such shares;(b)the holding company’s share of the non-distributable reserves of subsidiaries;(c)the interest of outside shareholders, being shareholders other than the holding company and its subsidiaries or their nominees, in the subsidiaries in the group;(d)the interest of the holding company, in so far as it has not been disclosed in the annual group financial statements, in—(i)the accumulated revenue profits or losses and accumulated distributable reserves of subsidiaries for the period after the dates on which they respectively became subsidiaries to the preceding accounting date; and(ii)the revenue profits or losses of subsidiaries for the accounting period.Requirements in respect of subsidiaries not dealt with in group annual financial statements
56.Where a subsidiary is not dealt with in group annual financial statements in terms of section 223 of the Act and the interest in such subsidiary is material in relation to the financial position or the results of the holding company, there shall be included in the annual financial statements of the holding company the information required to be stated in terms of paragraphs 57 to 59, inclusive, and, if any such information is not obtainable, the reasons therefore shall be stated: provided that this paragraph shall not apply to a holding company which is a wholly owned subsidiary of another company.57.The reasons shall be stated why the subsidiaries or any of them are not dealt with in annual group financial statements.58.In regard to the shareholders’ equity, liabilities and assets of the subsidiaries not dealt with in annual group financial statements there shall be stated the aggregate amount of—(a)the cost of the holding company’s investment in shares of subsidiaries;(b)the excess (if any) of the cost of the shares of the subsidiaries over the net asset value of such shares at the date of acquisition, and the non-distributable reserve (if any) arising in consequence of the excess of the net value of the assets at the date of acquisition over the cost of the shares of subsidiaries:Provided that non-distributable reserves arising on the acquisition of shares in a subsidiary may be set off against any excess of shares of other subsidiaries over the net asset value of such shares;(c)the holding company’s share of the non-distributable reserves of subsidiaries;(d)the interest of outside shareholders, being shareholders other than the holding company and its subsidiaries or their nominees, in the subsidiaries;(e)long-term loans owing by companies in the group;(h)goodwill, if any, shown in the books of the subsidiaries in so far as it has not already been absorbed in the calculation referred to in subparagraph (b); and(i)separately stated assets not included in subparagraphs (f), (g) and (h)59.In regard to revenue profits or losses and distributable reserves of the subsidiaries not dealt with in annual group financial statements, there shall be stated the aggregate interest of the holding company in—(a)the accumulated revenue or losses and accumulated distributable reserves of subsidiaries for the period from the dates on which they respectively became subsidiaries to the preceding accounting date;(b)the revenue profits or losses and distributable reserves attributable to any shares of subsidiaries disposed of during the accounting period;(c)the revenue profits or losses of subsidiaries for the accounting period;(d)dividends paid or declared by subsidiaries during the accounting period; and(e)the revenue profits or losses and distributable reserves at the accounting date not dealt with in the annual financial statements of the holding company.Part III – Director’s report
Preliminary
60.(1)The directors’ report shall deal in narrative from with all descriptive matters under appropriate headings and amounts or statistics shall be set out as far as practicable in tabular form.(2)Any matter not prescribed by this Schedule but which is material for the appreciation of the state of the affairs of the company and is subsidiaries, if any, shall be dealt with in the directors’ report under appropriate headings.(3)Where any amounts are stated, the corresponding amounts, if any, in respect of the immediately preceding accounting period shall be stated.General review
61.(1)The said report shall generally review the business and operations of the company during the accounting period and the results thereof and shall deal with every fact or circumstance material to the appreciation of the state of the company’s affairs by its members including a statement of the estimated proportion of profit or loss attributable to the various classes of business of the company.(2)The said report shall deal with any material fact or circumstance which has occurred between the accounting date and the date of the report.Specific matters
62.Unless such information is already given in any document annexed to the annual financial statements, the said report shall state—(a)the nature of the business of the company and of its subsidiaries, if any, any major change therein during the accounting period;(b)in aggregate figures the amounts and particulars of any shares and debentures issued during the accounting period and the purposes for and circumstances in which such shares and debentures have been issued;(c)any major change in the nature of the fixed assets of the company and of its subsidiaries, if any, during the accounting period or any change in policy relating to the use of fixed assets;(d)the amount, if any, already paid or declared or proposed to be paid by way of dividend in respect of each class of shares;(e)the fact that the business of the company or any part thereof or of a subsidiary has been managed by a third person or a company in which a director has an interest, under any agreement during the accounting period (if it has been so managed) and the name of such third person or company and the director’s interest in such company, if material;(f)the names of the directors and the secretary, his business and postal addresses, and any changes during the accounting period; and(g)the name of the company’s holding company and its ultimate holding company, if any, and if any such holding company has been incorporated in a foreign country, the names of the country.Matters to be stated where company is a holding company
A. General information
63.If the company is at the accounting date a holding company and if it is not itself a wholly owned subsidiary, the directors’ report shall in respect of each subsidiary state—(a)the name and, if incorporated in a foreign country, the name of that country;(b)if any of the business, or part thereof, of any subsidiary controlled by the holding company, have been managed during the accounting period by any third person under an agreement, that fact and the name of such third person; and(c)if the financial year of any subsidiary did not end with that of the company—(i)the reasons for that fact; and(ii)the accounting period of such subsidiary in respect of which the information has been included in the annual financial statements of the holding company.Interest in each subsidiary
64.In respect of each subsidiary and any company which was a subsidiary at the preceding accounting date but which is no longer a subsidiary at the accounting date to which the report, refers, and where the interest of the subsidiary is material to the financial position or the results of the holding company, there shall be stated—(a)the amount of its issued capital of any class, the proportion thereof held by the holding company, either in its won name or through a nominee or a subsidiary, and any changes in such holdings during the accounting period;(b)the amount of the interest of the holding company consisting of shares of the subsidiary or amounts owing to the holding company (whether on account of loan or otherwise) distinguishing shares from indebtedness and any change in such interest during the accounting period.Profits and losses of subsidiaries
65.In so far as concerns the interest of the holding company in its subsidiaries, there shall be stated the aggregate amount of profits after tax and the aggregate amount of the losses (after taking into account taxation, if any, paid by subsidiaries reporting losses).C – General review of group
66.The said report shall—(1)generally review the business and operations of the group of companies during the accounting period and the results thereof and shall deal with every fact or circumstance material to the appreciation of the state of affairs of the group by the members of the holding company; and(2)deal with may material fact or circumstance which has occurred in the group of companies between the accounting date and the date of the report.Part IV – Interim report and provisional annual financial statements
Preliminary
67.(1)The information appearing in the interim report and the provisional annual financial statements shall not require to be audited.(2)Where amounts are not available from the accounting records in respect of formation to be shown in the interim report and the provisional annual financial statements, any such amount may be stated by way of estimate, provided the fact that it is an estimate is stated.Interim report
68.(1)The interim report shall deal in narrative form with all descriptive matter under appropriate headings, and amounts or statistics shall be set out as far as practicable in tabular form.(2)Any matter not prescribed by Part IV of this Schedule but which is material to the appreciation of the result of the operations during the interim accounting period of the company and its subsidiaries (if any) shall be dealt with in the interim report under appropriate headings, and in particular there shall be stated any material change, as compared with the book value, in the net realisable value or replacement value of the assets of which the directors are aware.(3)Where any amounts are given the corresponding amounts (if any) in respect of the immediately preceding corresponding interim accounting period shall be stated.69.The interim report shall state—(a)the net profit or loss, after taxation, of the company for the interim accounting period or, in the case of a holding company, the consolidated net profit or loss, after taxation, for the period;(b)dividends paid or proposed by the company during the interim accounting period;(c)any comments on any fact or circumstances relative to the state of the affairs of the company, and, where applicable, of the group, which are necessary better to appreciate the information given, including information regarding capital commitments, acquisitions and disposals of subsidiaries and changes in the relative holding in any subsidiary;(d)the extent, if any, to which any change in the basis of accounting has materially affected the report as compared with previous reports.Provisional annual financial statements
70.The provisional annual financial statements shall state—(a)the net profit or loss, after taxation, of the company for the year or, in the case of a holding company, the consolidated net profit or loss, after taxation, for the accounting period;(b)dividends paid or proposed by the company during the year;(c)any comments on any facts or circumstances relative to the state of the affairs of the company, and, where applicable, of the group, which are necessary better to appreciate the information given, including information regarding capital commitments, acquisitions and disposals of subsidiaries and changes in the relative holding in any subsidiary;(d)the extent, if any, to which any change in the basis of accounting has materially affected the report as compared with previous reports.Schedule 4
Fees
First table
Table of fees to be paid by a company (other than a foreign company) under this Act. | | Registration fee
E |
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(1) | For registration of a company | 50.00 |
(2) | For registration of any increase of capital made after the first registration of the company | 50.00 |
(3) | Certificate of Incorporation of any company | 10.00 |
(4) | Registration of altered memorandum of association and order of court confirming same | 30.00 |
(5) | For registration of change of name and issue of certificate thereof | 20.00 |
(4) | For registration of any prospectus pursuant to section 44, 35 | |
Seccond table
Table of fees to be paid a foreign company under this Act.(1) | For the registration of the Charter, Statutes or Memorandum and Articles of the company, or other instrument constituting or defining the constitution of the company | 1,000.00 |
(2) | For registration of any alteration in such instrument | 200.00 |
(3) | For registration of any document or making a record of any fact authorised or required to be delivered, sent or forwarded to the Registrar and not previously specified | 20.00 |
(4) | For any certificate issued by the Registrar of Deeds | 20.00 |
(5) | For inspection of any documents relating to any company filed with the Registrar— | |
| (a) in the case of a private company | 5.00 |
| (b) in the case of a public company | 10.00 |
(6) | For inspection of the entries in the registers kept by the Register or the Registrar of Deeds relating to any one company | 5.00 |
(7) | Copies of any deed or other document— | |
| (a) when prepared by an official, per 100 words, E75 with minimum of | 7.50 |
| (b) when prepared by an applicant, per 100 words, E50 with a minimum of | 5.00 |
(8) | For collating documents for certification, for every 100 words or part thereof | 50.00 |
Provided that any person engaged in research work of an historical character or of general public interest may be permitted, subject to such conditions as the Registrar may stipulate, to inspect the records and registers or to make copies of any deed or other document free of the payment of any fee.Third table
Miscellaneous fees
Table of fees to be paid in respect of any company other than a foreign company under this Act. | | E c |
(1) | For any certificate issued by the Registrar or Registrar of Deeds | 3.00 |
(2) | For inspection of any documents relating to any company filed with the Registrar— | |
| (a) in the case of a private company | 1.00 |
| (b) in the case of a public company | 2.00 |
(3) | For inspection of the entries in the register kept by the Registrar or the Registrar of Deeds relating to any one company | 1.00 |
(4) | Copies of any deed or other document— | |
| (a) when prepared by an official, per 100 words, E50 with a minimum of | 3.00 |
| (b) when prepared by an official, per 100 words, E20 with a minimum of | 2.00 |
(5) | For collating documents for certification, for every 100 words or part thereof | 25.00 |
Provided that any person engaged in the work specified in section 10(2) of the Act of an historical character or of general public interest shall be permitted, to inspect the records and registers to obtain on certificate or to make copies of any deed or other document free of the payment of any fee.Fourth table
Table of fees to be paid to the Master in connection with winding-up or judicial management of any company. | | E c |
(1) | For every certificate under the hand of the Master | 50.00 |
(2) | For every report prepared by the Master, in the discretion of the Master | 1.00 to 50.00 |
(3) | (a) Searching for an entry or for any document of for the inspection of any one record or document whether by an official or a member of the public (but excluding the liquidator) for each search or inspection | 10.00 |
| (b) When the result of search or inspection as above is conveyed by letter an additional fee in the discretion of the Master, not exceeding | 50.00 |
(4) | For taxing liquidator’s remuneration or bill of costs, on every E5 or fraction of E5 of the amount taxed | 10.00 |
(5) | For binding documents in each winding up according to the number and volume of the documents in the discretion from of the Master | From 1.00 to 10.00 |
(6) | Making copy of any document, per 100 words, E10 with a minimum of | 50.00 |
| Photostatic copy, foolscap or smaller size page, each | 30.00 |
| Photostatic copy, larger than foolscap size page, each | 50.00 |
(7) | On the assets available for distribution (before deducting this fee) among creditors and contributories, of any company in liquidation, including any security taken over by a creditor, an inventory fee to be affixed to the liquidation account: for each E400 or portion of E400 of the gross value of the assets dealt with in such liquidation account | 15.00 |
| | |
(8) | In respect of companies which have been placed under judicial management there shall be paid a stamp fee on the gross value of the assets owned by the company as disclosed by the reports or other information which the judicial manager is required to submit to the Master in terms of the Act for each E400 or portion of E400 of the gross value of the gross value of the asset | 15.00 |
Fifth table
| Table of fees payable to liquidator | |
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(1) | Where the appointment is provisional and— | |
| (a) the petition is withdrawn or dismissed; or | |
| (b) the winding-up order is made, but the provisional liquidator is not continued as a liquidator. | |
| a fee to be taxed by the Master, with due regard to the special circumstances of the case. | |
(2) | Where a liquidator is appointed to liquidate the company, he shall be entitled— | |
| (a) to remuneration at the following tariffs— | |
| On the proceeds of the movable property (other than shares or similar securities) sold, or upon the amount collected under promissory notes or book debts, or as rent interest or other income | 10 per cent |
| On the proceeds of immovable property, shares and similar securities sold, life insurance policies and mortgages bonds recovered— | |
| On the first E20,000 | 5 per cent |
| On any amount in excess of the first E20,000 | 3 per cent |
| If the total remuneration at the rate of 5 per cent on the value of all the assets of the company, with a minimum of E20.50; | |
| (b) to travelling expenses, in the discretion of the Master; | |
(3) | Where the liquidator is appointed for the purpose of carrying out a reconstruction or other scheme by which the affairs of the company are wound up otherwise than by the realisation and distribution of the assets— |
| On the first E20,000 or fraction thereof | 2 per cent |
| On the next E80,000 or fraction thereof | 1 per cent |
| On the next E100,000 or fraction thereof | ½ per cent |
| On the next E200,000 or fraction thereof | ¼ per cent |
| Thereafter | ½ per cent |