Part 2

PART 2 CONTRIBUTORIES WHO ARE REPRESENTATIVES OF, OR LIABLE FOR THE DEBTS OF, OTHERS | Serial No. | Name | Address | Description of class of contributory and in what character included | Number of shares (or extent of interest) | Amount called up at date of commencement of winding up | Amount paid up at date of commencement of winding up | Amount not called up at date of commencement of winding up | | ---------- | ---- | ------- | ------------------------------------------------------------------- | ---------------------------------------- | ------------------------------------------------------ | ---------------------------------------------------- | ---------------------------------------------------------- | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Dated this............................................................day of...........................................................19........ Registered no.: COMPANIES FORM 135 Paragraphs 577 (1) (g) and (ga) Sub-regulation 131 (1) NOTICE TO CONTRIBUTORIES OF APPOINTMENT TO SETTLE LIST OF CONTRIBUTORIES Take notice that I.......................................................................of.................................................., the liquidator of the company have appointed..............\*a.m./\*p.m. on the .......................................day of........................................19........, as the time and"1..........................................................................as the place at which I shall settle the list of the contributories of the company made out by me, and that you are at present included in that list. Particulars relevant to your inclusion are set out below. Unless, before or at the lime appointed for the settlement, you give me sufficient reason for your exclusion, your name will be included in the settled list. Signature of liquidator............................................................ | Serial No. | Name | Address | Description of class of contributory and in what character included | Number of shares (or extent of interest) | Amount called up at date of commencement of winding up | Amount paid up at date of commencement of winding up | Amount not called up at date of commencement of winding up | | ---------- | ---- | ------- | ------------------------------------------------------------------- | ---------------------------------------- | ------------------------------------------------------ | ---------------------------------------------------- | ---------------------------------------------------------- | | | | | | | | | | (1) Insert address of place appointed for settlement. NOTES 1\. Contributories are under no obligation to attend the appointment referred to in this notice if they are satisfied that the particulars contained in the notice are correct. 2\. A shareholder's name cannot be omitted from the list of contributories on account of his inability to pay calls; this question will be dealt with when application is made for payment of the calls. 3\. A change of address may be notified by giving notice to the liquidator by post before the date fixed for the appointment. COMPANIES FORM 136 Paragraphs 577 (1) (g) and (ga) Sub-regulation 131 (2) STATEMENT IN WRITING OF POSTING OF NOTICES OF APPOINTMENT TO SETTLE LIST OR SUPPLEMENTARY LIST OF CONTRIBUTORIES 1. On the..............................................day of........................................... 19........, a notice of the time and place appointed to settle the \*list/\*supplementary list of contributories in the form of the annexure marked............(1) was sent by prepaid post to each person included in the liquidator's \*provisional list/\*provisional supplementary list of contributories of the company dated................ 2. The notices were addressed to the contributories in the \*provisional list/\*provisional supplementary list according to their respective names and registered or last known addresses appearing in the records of the company. Signature......................................................................... Address........................................................................... Registered no.: COMPANIES FORM 137 Paragraphs 577 (1) (g) and (ga) Sub-regulation 132 (2) CERTIFICATE OF LIQUIDATOR OF FINAL SETTLEMENT OF THE LIST OF CONTRIBUTORIES I, the liquidator of the company, certify that the result of the settlement of the list of contributories of the company is as follows: 1. the persons named in Column 2 of Schedule I have been included in the list of contributories as contributories of the company in respect of the number of shares or extent of interest set out opposite their respective names. I have distinguished in Part 1 of Schedule I, contributories in their own right and, in Part 2 of Schedule 1, contributories who are representatives of, or liable for the debts of, others; 2. the persons named in Column 2 of Schedule 2 were included in the provisional list of contributories, but have been excluded from the settled list of contributories; 3. I have, in Column 6 of Schedule 1 and in Column 6 of Schedule 2, set out opposite the name of each person the date when that person was included in or excluded from the list of contributories; 4. I have, in Columns 7 and 8 of Schedule 1, set out opposite the name of each person respectively the amount called up at the date of the commencement of the winding up and the amount paid up at that date in respect of the shares, or interest, of that person. SCHEDULE 1 PERSONS INCLUDED IN THE LIST OF CONTRIBUTORIES PART I CONTRIBUTORIES IN THEIR OWN RIGHT | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | | ---------- | ---- | ------- | ------------------------------------------------------------------- | ---------------------------------------- | ------------------------------ | ------------------------------------------------------ | ---------------------------------------------------- | ---------------------------------------------------------- | | Serial No. | Name | Address | Description of class of contributory and in what character included | Number of shares (or extent of interest) | Date when included in the list | Amount called up at date of commencement of winding up | Amount paid up at date of commencement of winding up | Amount not called up at date of commencement of winding up | | | | | | | | | | | PART 2 CONTRIBUTORIES WHO ARE REPRESENTATIVES OF, OR LIABLE FOR THE DEBTS OF, OTHERS | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | | ---------- | ---- | ------- | ------------------------------------------------------------------- | ---------------------------------------- | ------------------------------ | ------------------------------------------------------ | ---------------------------------------------------- | ---------------------------------------------------------- | | Serial No. | Name | Address | Description of class of contributory and in what character included | Number of shares (or extent of interest) | Date when included in the list | Amount called up at date of commencement of winding up | Amount paid up at date of commencement of winding up | Amount not called up at date of commencement of winding up | | | | | | | | | | | PERSONS EXCLUDED FROM THE LIST OF CONTRIBUTORIES | ] | 2 | 3 | 4 | 5 | 6 | | ------------- | ---- | ------- | ------------------------------------------------------------------- | ---------------------------------------- | -------------------------------- | | Serial number | Name | Address | Description of person and in what character proposed to be included | Number of shares (or extent of interest) | Date when excluded from the list | | | | | | | | Dated this............................................................day of...........................................................19........ Registered no.: COMPANIES FORM 138 Paragraphs 577 (1) (g) and (ga) Companies Act 1981 Sub-regulation 133 (1) PROVISIONAL SUPPLEMENTARY LIST OF CONTRIBUTORIES The following is a list of persons found by me, since making out the annexed list of contributories dated the........................................day of..........................................19.........to be or to have been, holders of shares in (or members of) the company, and who to the best of my knowledge and belief are contributories of the company: Signature of liquidator................................................................................................. The supplementary list is to be made out in the same form as the original list—Form 134. Registered no.: COMPANIES FORM 139 Paragraphs 577 (1) (g) and (ga) Sub-regulation 133 (1) CERTIFICATE OF LIQUIDATOR OF SETTLEMENT OF SUPPLEMENTARY LIST OF CONTRIBUTORIES I, the liquidator of the company, certify that the result of the settlement of the provisional supplementary list of contributories of the company made out by me on the.......................................... day of............................................19........, is as follows: (Set out the Certificate and Schedules as in Form 137) Dated this...........................................day of........................................19........ Signature of liquidator....................................................................... Registered no.: COMPANIES FORM 140 Paragraphs 577 (1) (g) and (ga) Sub-regulation 134 (4) NOTICE TO CONTRIBUTORY OF FINAL SETTLEMENT OF LIST OR SUPPLEMENTARY LIST OF CONTRIBUTORIES AND OF HIS INCLUSION IN THE LIST To.........................................of........................................ Take notice that I...........................................................of................................................................... the liquidator of the company, on the........................................day of........................................19........ have settled the list of contributories of the company and that you are included in that list. The character, if applicable, in which, and the number of shares, or extent of interest, for which, you are included, and the amounts called up, paid up and unpaid in respect of those shares or that interest are stated in the Schedule. Any application by you to vary the list of contributories, or to remove your name from the list, must be made by you to the Supreme Court of..............................................................................within 21 days from the service on you of this notice or such further period as the Court allows. The list may be inspected by you at my office at................................................................................ from Monday to Friday inclusive between the hours of..........and..........(1) | Serial No. | Name | Address | Description of class of contributory and in what character included | Number of shares (or extent of interest) | Amount called up at date of commencement of winding up | Amount paid up at date of commencement of winding up | Amount unpaid at date of commencement of winding up | Amount not called up at date of commencement of winding up | | ---------- | ---- | ------- | ------------------------------------------------------------------- | ---------------------------------------- | ------------------------------------------------------ | ---------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------------- | | | | | | | | | | | (1) Insert times making up not less than 3 hours during the normal working day. COMPANIES FORM 141 Paragraphs 577 (1) (g) and (ga) Sub-regulation 134 (5) STATEMENT IN WRITING OF GIVING OF NOTICES TO PERSONS PLACED ON THE LIST OR SUPPLEMENTARY LIST OF CONTRIBUTORIES I, the liquidator of the company, state 1\. I did on the........................................day of........................................19........send by prepaid post to each person named in Schedule 1 to the liquidator's certificate of the final settlement of the \*list/\*supplementary list of contributories of the company dated........................................a copy of the notice in the form of the annexure marked..........(1); 2\. in tabular form at the foot of each copy respectively, I inserted the same particulars under the respective headings as are set out in that Schedule; 3\. the notices were addressed to the contributories in the \*list/\*supplementary list according to their respective names and registered or last known addresses appearing in the records of the company. Signature............................................................................... Address....................................................................... COMPANIES FORM 142 Paragraphs 577 (1) (g) and (ga) NOTICE OF INTENTION TO DECLARE A DIVIDEND A(1) ..............................dividend is to be declared on the.............................day of.............................. 19........in respect of the company. Creditors whose debts or claims have not already been admitted are required on or before the .............................................................day of.................................................19........formally to prove their debts or claims. In default, they will be excluded from the benefit of the dividend. Address................................................................................ (1) State the number of the dividend, e.g. "first", "second". COMPANIES FORM 143 Paragraphs 577 (1) (g) and (ga) NOTICE TO CREDITOR OR PERSON CLAIMING TO BE A CREDITOR OF INTENTION TO DECLARE A DIVIDEND A(1)..............................dividend is to be declared on the..............................day of.............................. 19........in respect of the company. \*You are listed as a creditor in the report as to the affairs of the company/\*You are known to me to claim to be a creditor, but your debt or claim has not yet been admitted. You are required formally to prove your debt or claim on or before the ..........................................day of ..........................................19........In default, you will be excluded from the benefit of the dividend. Address............................................................................... (1) State the number of the dividend, e.g. "first", "second". COMPANIES FORM 144 Paragraphs 577 (1) (g) and (ga) NOTICE TO CREDITOR OR PERSON CLAIMING TO BE A CREDITOR OF INTENTION TO DECLARE A FINAL DIVIDEND ....................................................................................................Limited A final dividend is to be declared on the........................................day of........................................ 19.........in respect of the company. You are required formally to prove your debt or claim on or before the.........................................day of ..............................................19........ In default, I shall exclude your claim from participation, and 1 shall proceed to make a final dividend without having regard to it. Signature of liquidator..................................................... Address.............................................................. ……………………………………………....... COMPANIES FORM 145 Paragraphs 577 (1) (g) and (ga) Sub-regulation 139 (3) NOTICE OF DECLARATION OF DIVIDEND ........................................................................................Limited (1).........................dividend A dividend at the rate of..............................................in the dollar has been declared in respect of the company and a cheque is attached in the sum of $........................................calculated at that rate on your debt as admitted to rank for dividend in the sum of $................................................ Dated this........................................day of.................................................................................19…....... Signature of liquidator..................................................... Address......................................................................... …………………………………………………. (1) State the number of the dividend, e.g. "First", "Second". COMPANIES FORM 146 Paragraphs 577 (1) (g) and (ga) Regulation 142 AUTHORITY TO LIQUIDATOR TO PAY DIVIDEND TO A PERSON NAMED To the Liquidator \*l/\*We authorize and request you to pay to (1)................................................................................... of (2)....................................................................................all dividends as they are declared in respect of the company, and which may become due and payable to \*me/\*us in respect of \*my/\*our claim for the sum of..................................................against the company. \*l/\*We further request that the cheque or cheques drawn in respect of such dividends may be made payable to the order of................................................................................. It is understood that this authority is to remain in force until revoked by \*me/\*us in writing. Dated this....................................................day of.................................................................. 19........ Signature of creditor............................................................ (1) Insert name of person. (2) Insert address of person.  COMPANIES FORM 147 Paragraphs 577 (1) (g) and (ga) Sub-regulation 143 (1) SCHEDULE OF CONTRIBUTORIES, OR OTHER PERSONS, TO WHOM A DISTRIBUTION OF SURPLUS IS TO BE PAID ............................................................................Limited | Serial number in settled list | Name of contributory as in settled list | Address | Number of shares held as per settled list | Total amount called up | Total amount paid up | Arrears of calls at date of return | Previous distributions of capital appropriated by liquidator for arrears of calls | Amount of distribution payable per share | Net distribution payable | Date and particulars of transfer of interest or other variation in list | | ----------------------------- | --------------------------------------- | ------- | ----------------------------------------- | ---------------------- | -------------------- | ---------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------- | ------------------------ | ----------------------------------------------------------------------- | | | | | | | | | | | | | Signature of liquidator ....................................................................................... Date......................................................................................... ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Where the Articles provide that the amount divisible among members or any class of members shall be divisible in proportion to the amount paid up or which ought to have been paid up at the date of winding up, or contain any other provision which will necessitate further information before a distribution can be made, columns should be added showing the amount called up and the amount paid up at that date in respect of shares then held by those members or that class of members, or any other facts that may be required. COMPANIES FORM 148 Paragraphs 577 (1) (g) and (ga) Sub-regulation 143 (2) NOTICE OF DISTRIBUTION OF SURPLUS TO CONTRIBUTORS OR OTHER PERSONS A distribution of surplus at the rate of.........................................per share has been declared in respect of the company, and a cheque is attached in the sum of $....................calculated at that rate per share on your.........................................shares. Signature of liquidator.................................................... Address.............................................................. COMPANIES FORM 149 Paragraphs 577 (1) (g) and (ga) Regulation 144 AUTHORITY TO LIQUIDATOR TO PAY DISTRIBUTION OF SURPLUS TO A PERSON NAMED To the Liquidator \*l/\*We authorize and request you to pay to (1) ...............................................................................of (2)......................................................................................................any distribution of surplus payable to \*mc/\*us in respect of the company. \*l/\*We further request that the cheque or cheques drawn in respect of such distribution may be made payable to the order of.................................................................................................................... It is understood that this authority is to remain in force until revoked by \*me/\*us in writing. Signature........................................................................ (') Insert name of person. (2) Insert address of person. COMPANIES FORM 150 Paragraph 530a (d) CONSENT TO SPECIFICATION OF ADDRESS AS ADDRESS OF OFFICE OF CORPORATION \*l,/\*We..........................................................................the occupier (s) of premises the address of which is specified as the address of the (\*proposed) \*registered office/\*principal office of ........................................Limited, a \*proposed corporation/\*corporation which is not to occupy those premises, consent to the following address being specified..................................................................... Signature.............................................................. Registered no.: COMPANIES FORM 151 Sub-section 534 (3) STATEMENT IN WRITING IN RESPECT OF DISPOSAL OF SECURITIES OF SHAREHOLDER WHOSE WHEREABOUTS ARE UNKNOWN To the Minister administering the Unclaimed Moneys Ordinance 1950 I,.............................................................of...............................................................................state 1. I am (1)........................................of....................................................................................Limited ("the company"); 2. on the..............................day of..............................19........,(2)........................................................ ("the security holder") of (3)...................................................................................................................was entered in the register of \*members/\*debenture holders/\*holders of prescribed interests as the holder of \*shares/\*stock units/\*debentures/\*rights or \*options in respect of \*shares or \*debentures/\*prescribed interests being (4)........................................................................., \*numbered................ to.............................., and has continued to remain so registered; 3. the whereabouts of the security holder have been unknown to the company for a period of not less than 6 years; 4. the company has reasonable grounds for believing that the security holder has not during that period resided at the address shown in the register referred to in paragraph 2 as his address; 5 the company has on each occasion, during that period, when it sought to communicate with the security holder, been unable, after the exercise of reasonable diligence, to do so; 6. the annexure marked ................................(5) is a true copy of the advertisement which the company caused to be published in (6)........................................................, a daily newspaper circulating in the State or Territory in which the place shown in the register referred to in paragraph 2 as the address of the security holder is situated. Signature of \*Director/\*Secretary/\*Principal Executive Officer............................................................... (1) State capacity in which the statement is made. (2) Insert name of security holder. (3) Insert address shown in the register referred to. (4) Insert description of prescribed interests. (5) Requirements relating to annexures are set out in regulation 8. (6) Insert name of newspaper. Registered no.: COMPANIES FORM 152 Sub-section 547 (4) NOTICE OF PLACE OTHER THAN REGISTERED OR PRINCIPAL OFFICE AT WHICH REGISTER OR BRANCH REGISTER IS KEPT ..........................................................................................................................Limited gives notice that the \*register/\*branch register of (')...................................................................................is not kept at the \*registered/\*principal office of the \*company/\*registered foreign company. From the................... day of........................................19........it has been kept at (2).................................................................. \*as from the........................................day of...............................................19.................the place at which the \*register/\*branch register is kept has been changed from...............................to (2)................ Signature of \* Director/\* Principal Executive Officer/\*Secretary........................................................... (1) State whether a register of options substantial shareholders holders of debentures charges directors' shareholdings and other interests directors, secretaries and principal executive officers members or a branch register of holders of debentures members (2) Insert full particulars of address to enable physical location to be identified, e.g. include the number of the room and of the floor or level of the building on which the office is situated. Registered no.: COMPANIES FORM 153 Sub-sections 521 (10) and (11) NOTICE IN RELATION TO BRANCH REGISTER OF REGISTERED FOREIGN COMPANY ................................................................................Limited gives notice that— \* a branch share register has been opened in (')....................................................................................... at (2)................................................................................ \*being/\*not being the registered office. \* being a registered foreign company formed outside Australia and the external Territories a branch share register has been opened in (3) ................................................................................ at (2) ......................................................... \*being/\*not being the principal office. \* the place of the branch share register kept in (1)................................................................................... has changed to (2)....................................................................................................................................... \* being/\*not being the \*registered office/\*principal office. \* the branch share register kept in (1)....................................................................................................... has been discontinued. Dated this........................................day of....................19.......... Signature of \*Director/\*Secretary/\*Principal Executive Officer......................................................... (2) Insert particulars of address to enable physical location to be identified, e.g. include the number of the room and of the floor or level of the building on which the office is situated. (3) Insert name of participating State or participating Territory. SCHEDULE 3 Regulation 18 PRESCRIBED AMOUNTS | Column 1 | Column 2 | Column 3 | | -------- | ----------------------------------------------------------------------------------------- | -------- | | Item no. | Provision | Amount | | | Inspection of registers | | | 1. | For the purposes of | $ | | | (a) sub-section 131 (4); | | | | (b) sub-section 143 (2); | | | | (c) sub-paragraph 147 (4) (b) (ii); | | | | (d) sub-section 209 (3); | | | | (e) sub-section 231 (7); | | | | (f) sub-section 238 (5); or | | | | (g) sub-section 257 (2), | | | | for each inspection................................. | 5.00 | | | Supply of copy of memorandum and of articles | | | 2. | For the purposes of sub-section 79 (1)..................... | 10.00 | | | Supply of copies other than under sub-section 79 (1) | | | 3. | For the purposes of | | | | (a) sub-section 131 (5); | | | | (b) sub-section 143 (3); | | | | (c) sub-section 147 (8); | | | | (d) sub-section 209 (4); | | | | (e) sub-section 231 (8); | | | | (f) sub-section 238 (6); | | | | (g) sub-section 251 (2); | | | | (h) sub-section 254 (2); or | | | | (i) sub-section 257 (3), | | | | for each page, or part of a page, not exceeding foolscap folio size, of the copy supplied | 0.50 | | | or, at the option of the supplier, for each 100 words or part....... | 0.50 | | | Replacement of lost or destroyed certificate | | | 4. | For purposes of sub-section 182 (1)...................... | 10.00 | SCHEDULE 4 Regulation 43 PROSPECTUS PART 1 Matters to be Stated 1. The number of founders or management or deferred shares, if any, and the nature and extent of the interest of the holders of those shares in the property and profits of the corporation. 2. The number of shares, if any, fixed by the articles as the qualification of a director, and any provision in the articles as to the remuneration of the directors. 3. The names, descriptions, and addresses of all the directors or proposed directors. 4. The time of the opening of the subscription lists. 5. The amount payable on application for and allotment of each share or, where such amount may vary during the currency of the offer, the basis of calculation of the amount so payable, and, in the case of a second or subsequent offer of shares, the number, description and amount offered for subscription on each previous allotment made within the 2 preceding years, the number actually allotted, and the amount, if any, paid on the shares so allotted. 6. The number, description, and amount of any shares in or debentures of the corporation which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the option (a) the period during which it is exercisable; (b) the price to be paid for shares or debentures subscribed for under it; (c) the consideration, if any, given or to be given for it or for the right to it; (d) the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures. 7 The number and amount of shares and debentures which within the 2 preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued. 8. (1) With respect to any property to which this paragraph applies (a) the names and addresses of the vendors; (b) the amount payable in cash, shares, or debentures to the vendor and, where there is more than one separate vendor, or the corporation is a sub-purchaser, the amount so payable to each vendor; (c) short particulars of any transaction relating to the property completed within the 2 preceding years in which any vendor of the property to the corporation or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the corporation had any interest direct or indirect. (2) The property to which this paragraph applies is property purchased or acquired by the corporation or by a subsidiary of the corporation or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than property the contract for the purchase or acquisition whereof was entered into in the ordinary course of the corporation's or the subsidiary's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract. 9. The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which paragraph 8 applies, specifying the amount, if any, payable for goodwill. 10. The amount, if any, paid within the 2 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the corporation, or the rate of any such commission, and the names of any directors or promoters or experts or proposed directors who are entitled to receive any such commission and the amount or rate thereof. 11. The amount or estimated amount of preliminary expenses and the persons by whom any of those expenses have been 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 have been paid or are payable. 12. Any amount or benefit paid or given within the 2 preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit. 13. The names and addresses of the auditors of the corporation. 14. Where the prospectus relates to shares, if the share capital of the corporation is divided into different classes of shares, the right of voting at meetings of the corporation conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively. 15. In the case of a corporation which has been carrying on business, or of a business which has been carried on, for less than 3 years, the length of time during which the business of the corporation or the business to be acquired, as the case may be, has been carried on. Reports to be contained in prospectus 16. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are to be applied directly or indirectly in the purchase of any business, an investigating accountant's report which must not be made more than 28 days before the issue of the prospectus and deals with (a) the profit or loss of the business, in respect of each of the 5 financial years immediately preceding the issue of the prospectus and, where accounts have been made up for a part of the financial year in which the prospectus is issued, in respect of that part; and (b) the assets and liabilities of the business, as at the end of the last financial year or part of the financial year referred to in paragraph (a), whichever is the later. 17. If (a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are to be applied directly or indirectly in any manner resulting in the acquisition by the corporation of shares in any other corporation; and (b) by reason of that acquisition, or anything to be done in consequence or in connexion with it, that corporation will become a subsidiary of the first-mentioned corporation in paragraph (a) an investigating accountant's report with respect to (c) where the other corporation has no subsidiaries (i) the profit or loss of the other corporation, in respect of each of the 5 financial years immediately preceding the issue of the prospectus and, where accounts have been made up for a part of the financial year in which the prospectus is issued, in respect of that part; and (ii) the assets and liabilities of the other corporation, as at the end of the last financial year or part of the financial year referred to in sub-paragraph (i), whichever is the later; or (d) where the other corporation has subsidiaries (i) the profit or loss of the other corporation and the combined profits and losses of the other corporation and its subsidiaries, in respect of each of the 5 financial years immediately preceding the issue of the prospectus and, where accounts have been made up for a part of the financial year in which the prospectus is issued, in respect of that part; and (ii) the assets and liabilities of the other corporation and the combined assets and combined liabilities of the other corporation and its subsidiaries, as at the end of the last financial year or part of the financial year referred to in sub-paragraph (i), whichever is the later in respect of the other corporation and each subsidiary. 18. For the purposes of clauses 16 and 17, the last financial year, or part of a financial year, in respect of which the investigating accountant's report deals with the matters referred to in those paragraphs shall be a financial year, or a part of a financial year, that ended not more than 6 months, or, with the consent of the Commission, not more than 12 months, before the date of the prospectus. 19. (1) For the purposes of paragraph 17 (d), the investigating accountant's report shall deal with the combined profits and losses, and combined assets and combined liabilities, of a corporation and its subsidiaries, in (a) a statement of consolidated profit and loss and consolidated assets and consolidated liabilities for the corporation and the subsidiaries; (b) 2 or more statements of consolidated profit and loss and consolidated assets and consolidated liabilities together covering the corporation and the subsidiaries; (c) a combination of one or more statements of consolidated profit and loss and consolidated assets and consolidated liabilities and one or more separate statements of profit or loss and assets and liabilities, together covering the corporation and the subsidiaries; or (d) separate statements of profit or loss and assets and liabilities for the corporation and each of the subsidiaries. (2) The statements prepared pursuant to paragraph (1) (a), (b), (c) or (d) shall make allowance in relation to the profits or losses, and assets and liabilities, of the subsidiaries for the interests of members of the subsidiaries other than the corporation. (3) Where a statement of consolidated profit and loss and consolidated assets and consolidated liabilities is prepared, transactions and balances between the corporations covered by that statement shall be eliminated in determining any amounts to be included in that statement. (4) Where the combined profits and losses and combined assets and combined liabilities of a corporation and its subsidiaries are dealt with otherwise than in accordance with paragraph (1) (a), the investigating accountant shall certify in his report (a) that, for reasons set out in the certificate, it was impracticable to deal with them in accordance with paragraph (1) (a) or that it was preferable that they be dealt with in accordance with paragraph (1) (b), (c) or (d), as the case may be; and (b) that they were not significantly affected by transactions and balances between the corporations to which they relate, except to the extent stated in the notes in the report. 20. For the purposes of clause 17, the investigating accountant's report shall indicate how the profit or loss of the other corporation and, where applicable, the combined profits and losses of the other corporation and its subsidiaries dealt with by the report would, in respect of the shares to be acquired, have concerned members of the first-mentioned corporation in clause 17 and what allowance would have to be made, in relation to assets and liabilities and combined assets and combined liabilities so dealt with, for holders of other shares, if the first-mentioned corporation in clause 17 had at all material times held the shares to be acquired. 21 (1) A report by the directors as to whether after due inquiry by them in relation to the interval between the last date to which the accounts used in the preparation of the investigating accountant's report were made up and a date not earlier than 14 days before the issue of the prospectus, they have become aware (a) of any circumstances which in their opinion materially have affected or will affect the trading or profitability of the corporation or of its subsidiaries or of the value of the assets of the corporation or of its subsidiaries, if any; and (b) of any contingent liabilities of the corporation or of its subsidiaries, additional to those contingent liabilities appearing in the prospectus. (2) If the directors have become aware of any circumstance or contingent liability referred to in sub-clause (1), full details must be set out in the report. Directions applicable to Parts I and II 22. Clauses 2 and 11 (so far as they relate to preliminary expenses) shall not apply in the case of a prospectus issued more than 2 years after the date at which the corporation is entitled to commence business. 23. Every person shall for the purposes of this Schedule be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the corporation in any case where (a) the purchase money is not fully paid at the date of the issue of the prospectus; (b) The purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus; or (c) the contract depends for its validity or fulfillment on the result of that issue. 24. Where any property to be acquired by the corporation is to be taken on lease, this Schedule shall have effect as if the expression "vendor" included the lessor, and the expression "purchase money" included the consideration for the lease, and the expression "sub-purchaser" included a sub-lessee. 25. References in clause 6 of this Schedule to an option to subscribe for shares or debentures shall include an option to acquire them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale, but shall not include an option to subscribe for or acquire shares pursuant to a bona fide underwriting or sub-underwriting agreement. 26. For the purposes of clause 8 of this Schedule where the vendors or any of them are a firm, the members of the firm shall not be treated as separate vendors. 27. If, in the case of a corporation that has been carrying on business, or of a business that has been carried on, for less than 5 financial years, its accounts have only been made up in respect of 4 financial years, 3 financial years, 2 financial years or one financial year, Part II shall have effect as if references to 4 financial years, 3 financial years, 2 financial years or one financial year, as the case may be, were substituted for references to 5 financial years. 28. The expression "financial year" in Part II of this Schedule means the year in respect of which the accounts of the corporation or of the business, as the case may be, are made up, and where by reason of any alteration of the date on which the financial year of the corporation or business terminates the accounts of the corporation or business have been made up for a period greater or less than a year, that greater or less period shall for the purposes of that Part of this Schedule be deemed to be a financial year. PART IV Additional matters to be set out in a prospectus relating to an invitation to deposit money with or lend money to a corporation 29. In every prospectus relating to an invitation to deposit money with or lend money to a corporation there shall be included (a) particulars of the limitations on the amount that the borrowing corporation may borrow; (b) a statement as to the amount of subscriptions that are being sought; (c) a statement as to whether or not the borrowing corporation reserves the right to accept or retain over-subscriptions and, if the borrowing corporation reserves such a right, the limit on the right so reserved expressed as a sum of money; and (d) where applicable, a statement as to whether or not the borrowing corporation has any right to create additional charges over any of the assets charged to secure the repayment of the deposits or loans which will rank in priority to or pari passu with that charge and if there is such a right particulars of its nature and extent. SCHEDULE 5 Regulation 50 MATTERS AND THINGS TO BE INCLUDED IN A DEED PURSUANT TO PARAGRAPH 166 (2) (b) OF THE ACT 1. Such particulars as are sufficient to disclose the nature and extent of the undertaking, scheme, enterprise or investment contract, the nature of the prescribed interests and the rights of the holders of the prescribed interests, to which the deed relates. 2. A provision expressly appointing a company (being a company that has been approved by the Commission) as trustee for or representative of the holders of the prescribed interests to which the deed relates. 3. (1) Except where no property is to be vested in the trustee or representative, a provision creating a trust or containing a declaration of trust in respect of the property to be so vested. (2) Where a trust is, or is to be, created or a declaration of trust is, or is to be, made, full particulars of the trust, including precise information as to the circumstances in which any money, marketable securities, investments and other property subject to the trust are, or will be, vested in the trustee or representative. (3) Where no property is to be vested in the trustee or representative or where part of the property is not to be vested, full particulars of any person, and of the functions of that person, in whom that property or part of that property is to be vested, including precise information as to the circumstances in which any money, marketable securities, investments and other property to which the undertaking, scheme, enterprise or investment contract relates are or will be vested in that person, and the duties and obligations of that person towards the holders of the prescribed interests in regard to that money, those marketable securities or investments or that other property. (4) Full particulars of the functions of the trustee or representative including precise information as to the duties and obligations of the trustee or representative towards the holders of the prescribed interests and other persons. 4. Full particulars with respect to (a) the retirement, removal and replacement of the trustee or representative; (b) the retirement, removal and replacement of the management company or, if the management company is not liable to be removed by the trustee or representative or by the holders of prescribed interests, a statement of that fact; (c) the appointment, retirement, removal and replacement of the auditor of the accounts relating to prescribed interests under the deed; (d) subject to sub-section 168 (4) of the Act, the duration, if ascertainable, of the undertaking, scheme, enterprise or investment contract, or any part thereof, or, if the duration is not ascertainable, a statement of that fact; and (e) the termination or winding up of the undertaking, scheme, enterprise or investment contract. 5. Provisions binding the management company and trustee or representative that (a) neither the management company nor the trustee or representative appointed by or under the deed will invest any money that is available for investment under the deed in any prescribed interest; and (b) the management company will not vest under the deed in such trustee or representative any prescribed interest, unless there is in existence in respect of that prescribed interest a deed approved under Division 6 of Part IV of the Act or a corresponding law of a declared State or declared Territory, or of a participating State or participating Territory, within the meaning of that Division. 6. Where the prescribed interests to which the deed relates consist of rights or interests in or arising out of an investment relating to property that tends to depreciate in value through use or effluxion of time, particulars of the provisions made or to be made for the replacement of that property and the source or sources from which the replacement is to be made or from which the cost of the replacement is to be met or, if no provision is made, a statement of that fact. SCHEDULE 5—continued 7. Full particulars of (a) the method of calculation of the price at which a prescribed interest to which the deed relates may be sold by the management company; (b) the circumstances in which the management company may be required to purchase, or cause to be purchased, from the holder of a prescribed interest any prescribed interest for which the holder has subscribed or which he has acquired, and the method of calculation of the purchase price of the prescribed interest; (c) the circumstances in which, and the methods by which, all or any of the investments or other property to which the deed relates may be varied; (d) the conditions governing the transfer of the prescribed interests to which the deed relates; (e) the conditions governing the distribution of income to the holders of those prescribed interests; and (f) the remuneration of the trustee or representative and of the management company, respectively, and the manner in which that remuneration is provided for, including the charges (if any) that will be made for that remuneration upon the subscription for or sale of a prescribed interest to which the deed relates and upon the distribution of income and capital or otherwise in connection with the relevant undertaking, scheme, enterprise or investment contract. 8. Provisions providing for the convening of meetings of holders of prescribed interests, other than meetings held pursuant to a covenant contained in a deed pursuant to paragraph 168 (1) (h) of the Act. 9. Provisions whereby the management company undertakes to keep and maintain an up-to-date register of holders of prescribed interests and to make that register available for inspection, free of charge, to any holder of a prescribed interest at any time when the company's office is required to be open and accessible to the public. 10. Where the deed is capable of modification, provisions governing the modification of the deed, including a provision that where, in the opinion of the trustee or representative, the rights of the holders of prescribed interests may be adversely affected, the modification may be effected only with the consent of the holders of prescribed interests given at a meeting convened in accordance with the provisions of the deed. 11. A declaration (a) that no prescribed interests purchased or subscribed for pursuant to the statement issued by the management company under section 170 of the Act shall be allotted later than 6 months after the date of the statement; and (b) unless the conditions of issue of the prescribed interests expressly provide that certificates be not issued that certificates shall be issued by the trustee or representative to purchasers of or subscribers for prescribed interests purchased or subscribed for pursuant to the statement not more than 2 months after the allotment of the prescribed interests. 12 Where the deed requires, or confers a right on, holders of prescribed interests to enter into an agreement in connection with the undertaking, scheme, enterprise or investment contract, a provision incorporating, whether by way of annexure or otherwise, the terms and form of that agreement. SCHEDULE 6 Regulation 51 STATEMENT REQUIRED PURSUANT TO SECTION 170 OF THE ACT PART I MATTERS REQUIRED TO BE STATED IN STATEMENT 1. The date of the statement. 2. The date of, and parties to, the approved deed relating to the prescribed interests. 3. The date of, and parties to, any deed or instrument by which any of the provisions of the approved deed relating to the prescribed interests has or have been amended or abrogated. 4. The name of the trustee or representative under the approved deed and the address of the trustee's or representative's registered office. 5. A summary of the provisions of the approved deed regulating the retirement, removal and replacement of the trustee or representative. 6. The name of the management company and the address of its registered office and, where applicable, principal office in each State and Territory. 7. The names, descriptions and addresses of all the directors of the management company. 8. A summary of the provisions of the approved deed regulating the retirement, removal and replacement of the management company. 9. The name and address of the auditor of the accounts relating to prescribed interests under the approved deed. 10. A summary of the provisions of the approved deed regulating the appointment, retirement, removal and replacement of the auditor. 11. The duration, if ascertainable, of the undertaking, scheme, enterprise or investment contract, or of any part of the undertaking, scheme, enterprise or investment contract, to which the approved deed relates or, if the duration is not ascertainable, that fact. 12. Full particulars with respect to the termination or winding up of that undertaking, scheme, enterprise or investment contract, or of any part of that undertaking, scheme, enterprise or investment contract. 13. Such particulars as are sufficient to disclose the true nature of the undertaking, scheme, enterprise or investment contract in respect of which the prescribed interests are to be issued or offered to the public for subscription or purchase and the property to which the prescribed interests relate. 14. The nature of the prescribed interests to be so issued or offered and the rights in relation to the undertaking, scheme, enterprise or investment contract to which the prescribed interests relate of the persons who become the holders of the prescribed interests. 15. The address where the register of holders of the prescribed interests is or will be kept and the days on which and the hours during which the register is or will be accessible to the public. 16. The method of calculation provided by the approved deed of the price at which the management company may sell the prescribed interests or any right in respect of the prescribed interests. 17. Such particulars as are sufficient to describe the duties and obligations imposed on the trustee or representative appointed by the approved deed relating to the proscribed interests. 18. The name and address of each person or corporation with whom or with which a holder of a prescribed interest is required, obliged or entitled, in connection with the undertaking, scheme, enterprise or investment contract or any part of the undertaking, scheme, enterprise or investment contract, to enter into any contract whether by way of lease or otherwise. 19. The full names, descriptions and residential addresses of the directors of each corporation (if any) referred to in clause 18. 20. Where any real or personal property to which the prescribed interests relate is or will become vested in the trustee or representative, the nature and description of the property and the conditions or circumstances under which it is or will become so vested. 21. Where the undertaking, scheme, enterprise or investment contract relates to rights or interests in or arising out of an investment relating to property that ordinarily depreciates in value through use or effluxion of time, such particulars as are sufficient to disclose the true particulars of the provision made for the replacement of the property and the source or sources from which that replacement is to be made or from which the cost of that replacement is to be met. 22. (1) This clause applies to property purchased or acquired, or proposed to be purchased or acquired, in relation to the undertaking, scheme, enterprise or investment contract to which the deed relates (a) where that property is to be paid for wholly or partly out of the proceeds of the issue of prescribed interests offered by the statement for subscription or purchase; or (b) where the purchase or acquisition of the property has not been completed at the date of the issue of the statement. (2) With respect to the purchase of any property to which sub-clause (1) refers— (a) the name and address of the vendor or vendors; (b) a full and true description of the property; (c) the amount of cash or other consideration paid or payable to the vendor or each vendor, as the case may be; and (d) short particulars of any transaction relating to the property, in which any vendor of the property to the management company or any person who is, or was at the time of the transaction, a promoter or director of the management company, had any interest direct or indirect, including particulars sufficient to disclose the true nature and extent of any interest of a promoter or director of the management company, whether as a director, shareholder, partner or otherwise, in the property, in the business of the vendor, in the business of each vendor, or in each transaction. 23. The amount, if any, paid within the 2 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any prescribed interests, or the rate of any such commission, and the names of any promoters or directors who are entitled to receive any such commission and the amount or rate of that commission. 24. The amount or estimated amount of (a) the expenses of setting up the undertaking, scheme, enterprise or investment contract; and (b) the expenses of the issue, and the names of the persons by whom any of those expenses have been paid or are payable. 25. Any amount or benefit paid or given, or intended to be paid or given, to a promoter, the management company or a director of the management company out of the proceeds of an issue of prescribed interests, excluding amounts or benefits required to be disclosed elsewhere in the statement, and the consideration for the payment or giving of the amount or benefit. 26. The obligations imposed upon the management company to purchase, or cause to be purchased, from any holder of a prescribed interest that prescribed interest and a statement of the method provided by the approved deed for the calculation of the purchase price. 27. Where the Commission (a) under sub-section 168 (2) of the Act declares that a specified deed is not required to contain one or more of the covenants or matters referred to in that sub-section; or (b) under section 176 of the Act exempts a management company from compliance with all or any of the provisions referred to in that section, particulars, including particulars of any terms and conditions applicable, of that declaration or exemption, as the case requires. 28. A summary of the rights and obligations of the management company and of the trustee or representative governing the valuation of any investment made or property held in relation to the undertaking, scheme, enterprise or investment contract. 29. A summary of the provisions of the approved deed whereby investments or other property comprising or forming part of the undertaking, scheme, enterprise or investment contract to which the approved deed relates may be varied. 30. Full information regarding the remuneration of the trustee or representative and the management company respectively, the manner in which under the provisions of the approved deed that remuneration is provided for, and the charges (if any) that will be made by way of that remuneration upon the sale of or subscription for any prescribed interests to which the approved deed relates and upon the distribution of income and capital or otherwise in connection with the relevant undertaking, scheme, enterprise or investment contract. 31. Whether the prescribed interests or any rights in respect of the prescribed interests, to which the approved deed relates, are transferable by the holders of the prescribed interests, and, if so, a summary of the provisions of the approved deed regulating such a transfer. 32. Where the statement relates to different classes of prescribed interests, the right of voting at meetings of holders of prescribed interests conferred by the several classes of prescribed interests respectively. 33. A summary of the provisions of the approved deed relating to the distribution to the holders of the prescribed interests of the income derived from the undertaking, scheme, enterprise or investment contract. 34. Full information as to whether, and to what extent, any factor other than cash receipts by way of dividend, interest or bonus has been or will be taken into account in calculating the amount of income that will be payable to the holders of the prescribed interests. 35. If any reference is made to the yield of income obtained or likely to be obtained by the holders of the prescribed interests, a statement as to whether, and to what extent, anything other than cash receipts by way of dividends, interest or bonuses has been taken into account in calculating the yield. 36. A summary of the provisions of the Act and of the approved deed regulating the convening of meetings of holders of the prescribed interests. 37. The name and description and the date of commencement of operation of every other undertaking, scheme, enterprise or investment contract involving the issue of prescribed interests to the public conducted by the management company within the 5 years immediately preceding the date of the statement. 38. A declaration (a) that no prescribed interests purchased or subscribed for pursuant to the statement shall be issued to applicants later than 6 months after the date appearing in the statement pursuant to clause 1; and (b) unless the conditions of issue of the prescribed interests expressly provide that certificates are not to be furnished, that certificates will be sent by the trustee or representative to purchasers of or subscribers for prescribed interests purchased or subscribed for pursuant to the statement not more than 2 months after the prescribed interests are issued. 39. A summary of the provisions of the approved deed with respect to the undertakings (a) by or on behalf of the management company relating to the issue of prescribed interests to which the approved deed relates; and (b) by or on behalf of the trustee or representative relating to the issue of certificates of title to the prescribed interests to holders of prescribed interests. REPORTS TO BE CONTAINED IN STATEMENT 40. A report by the directors of the management company summarising the current investments of the trust or relating to the undertaking, scheme, enterprise or investment contract, made up to a date not more than 28 days before the issue of the statement. 41. A report or reports by a person who at the time of making the report or reports, being a time not earlier than 28 days before the date of issue of the statement, was a registered company auditor, and whose name must appear as such in the statement, setting out (a) such information as sufficiently discloses the number of distributions (if any) of income to holders of prescribed interests to which the approved deed relates in each of the 5 financial years immediately preceding the date of the statement during which those prescribed interests had been in existence, the amount of each distribution and the extent to which each distribution consisted of any component other than dividends, interest and bonuses, and where it consisted of any component other than dividends, interest and bonuses, the nature and value of each of those components; (b) such information as sufficiently discloses the selling price and the purchase price, respectively, of those prescribed interests on the date upon which each distribution was made; (c) such information as sufficiently discloses the selling price and purchase price, respectively, of those prescribed interests on such date, being a date within a period of 28 days immediately preceding the date of the statement as is specified in the relevant report; (d) in respect of every issue of prescribed interests relating to any other undertaking, scheme, enterprise or investment contract conducted or entered into by the management company within the 5 financial years immediately preceding the date of the statement, similar information to that required under paragraphs (a), (b) and (c); (e) the profits or losses of the undertaking, scheme, enterprise or investment contract to which the deed relates, in respect of each of the 5 financial years immediately preceding the date of the statement, and the assets and liabilities of that undertaking, scheme, enterprise or investment contract, as at the last date to which the accounts kept by or on behalf of the trustee or representative were made up, being a date no more than 12 months before the issue of the statement; and (f) the profits or losses of the management company (and of every corporation with which the holder of a prescribed interest is required, obliged or entitled, pursuant to the undertaking, scheme, enterprise or investment contract, to enter into any contract) in respect of each of the 5 financial years immediately preceding the date of the statement during which the company and corporation, respectively, were carrying on business, and the rates of dividend (if any) paid by that company and that corporation in respect of each of those years, and the assets and liabilities of that company and of that corporation as at the last date to which its accounts were made up being a date no more than 12 months before the issue of the statement. 42. For the purposes of clause 41, where the proceeds or any part of the proceeds of the issue of the prescribed interests are to be applied directly or indirectly in the purchase of any business, a registered company auditor's report setting out (a) the profits and losses of the business in respect of each of the 5 financial years immediately preceding the last date to which the accounts of the business were made up; and (b) the assets and liabilities of the business at the date to which the accounts of the business were made up, being a date no more than 12 months before the issue of the statement. 43. (1) A report by the directors of the management company (and of every corporation with which the holder of a prescribed interest is required, obliged or entitled pursuant to the undertaking, scheme, enterprise or investment contract to enter into any contract) as to whether, after due enquiry by them in relation to the interval between the date to which the accounts used in the preparation of the report referred to in clause 41 were made up and a date not earlier than 28 days before the issue of the statement, they have become aware of any circumstances that in their opinion materially have affected or will affect the trading or profitability, or the value of the assets, of that company or corporation, or of the undertaking, scheme, enterprise or investment contract to which the deed relates. (2) Where the directors have become aware of any circumstance referred to in sub-clause (1), full details must be set out in the report. DIRECTIONS APPLICABLE TO PARTS I AND II 44. If— (a) the undertaking, scheme, enterprise or investment contract to which the deed relates has been carried on; (b) a business to which clause 42 refers has been carried on; or (c) a corporation has carried on business, for less than 5 financial years, and the accounts of that undertaking, scheme, enterprise or investment contract, or business or corporation have only been made up in respect of 4 financial years, 3 financial years, 2 financial years, or one financial year, this Schedule has effect as if references to 4 financial years, 3 financial years, 2 financial years, or one financial year, as the case may be, were substituted for references to 5 financial years. 45. Where any property to be acquired by the trustee or representative is to be taken on lease this Schedule shall have effect as if the expression "vendor" included the lessor, and the expression "purchase money" included the consideration for the lease, and the expression "sub-purchaser" included a sub-lessee. 46. For the purposes of clause 22 where the vendors or any of them are a firm, the members of the firm shall not be treated as separate vendors. SCHEDULE 7 ACCOUNTS AND GROUP ACCOUNTS Regulation 57 Sub-section 269 (8) 1. (1) In this Schedule "accounts" means profit and loss accounts and balance-sheets and includes statements, reports and notes, other than auditors' reports or directors' reports, attached to or intended to be read with any of those profit and loss accounts or balance-sheets; "current liability", in relation to accounts or group accounts, means a liability that would in the ordinary course of events be payable within 12 months after the end of the financial year to which the accounts or group accounts relate; "group accounts", in relation to a holding company, means (a) a set of consolidated accounts for the group of companies of that holding company; (b) 2 or more sets of consolidated accounts together covering that group; (c) separate accounts for each corporation in that group; or (d) a combination of one or more sets of consolidated accounts and one or more separate accounts together covering that group; "group of companies", in relation to a holding company, means the holding company and the corporations that are subsidiaries of the holding company; "holding company" means a company that is the holding company of a corporation; "non-current liability" means a liability that is not a current liability; "reserve" does not include any amount written off or retained by way of providing for depreciation, renewal or diminution in value of assets or retained by way of providing for any known liability, or any amount set aside for the purpose of its being used to counter the effect of undue fluctuations in charges for taxation; "the profit or loss" means (a) in relation to a corporation that is not a holding company the profit or loss resulting from operations of that corporation; (b) in relation to a corporation that is a holding company of a group of companies for which group accounts are required the profit or loss resulting from operations of that corporation; (c) in relation to a corporation referred to in paragraph (b) and its subsidiaries—the profit or loss resulting from operations of the group of companies of which the corporation is the holding company; and (d) in relation to a corporation that is a holding company of a group of companies for which group accounts are not required the profit or loss resulting from operations of that corporation. (2) A reference to a financial year in relation to group accounts of a holding company is, where the financial year of any one or more of the companies in the group of companies does not end on the date on which the financial year of the holding company ends, a reference to the financial year of the holding company and the financial year of each other company in the group of companies that does not end on that date. (3) The term "reserve" shall not be included in any accounts or group accounts to describe any amount that is excluded by the provisions of sub-clause (1) from the meaning of that term for the purposes of this Schedule. 2. (1) There shall be shown separately in the accounts or group accounts (whether by way of note or otherwise) in addition to any other matters necessary to present a true and fair view of the profit or loss of the company or of the company and its subsidiaries (a) the amounts of income received, or due and receivable, as dividends declared on shares in (i) related corporations; and (ii) other corporations, separate amounts being shown in respect of each related corporation; (b) the amounts of income received, or due and receivable, as interest on debentures, deposits, loans or advances from (c) the following (i) the amount of any profit arising from the sale of assets (other than current assets); and (ii) the amount of any profit arising from the re-valuation of assets (other than current assets) and, in respect of that profit (if any), a statement whether it has been brought into account, in determining the net amount of the profit or loss of the company or of the company and its subsidiaries; (d) the amount of any other profit arising otherwise than in the ordinary course of business; (e) the amounts of interest paid, or due and payable, on debentures, deposits, loans or advances, or otherwise, to (f) the following (i) the amount of any loss arising from the sale of assets (other than current assets); and (ii) the amount of any loss arising from the re-valuation of assets (other than current assets) and, in respect of that loss (if any), a statement whether it has been brought into account in determining the net amount of the profit or loss of the company or of the company and its subsidiaries; (g) the amount of any other loss arising otherwise than in the ordinary course of business; (h) the amount charged for, or set aside to a provision for depreciation, diminution in value or amortization of (i) fixed assets; (ii) investments; and (iii) intangible assets; (j) the amount charged for, or set aside for, the renewal or replacement of fixed assets; (k) in respect of each class of debts shown separately in the accounts or group accounts (i) the amount of bad debts written off in the profit and loss account; (ii) the amount of bad debts written off against any provision, reserve or other account, stating the name of the provision, reserve or account and the amount written off against it; and (iii) the amount of debts on which interest or credit charges that is or are due has or have not been brought fully to account in the profit and loss account, whether or not a provision for doubtful debts has been made in respect of those debts; (1) in respect of each class of debts shown separately in the accounts or group accounts, the amount set aside to any provision for doubtful debts; (m) separately, the total of the emoluments received, or due and receivable (whether from the company or from a related corporation), by (i) directors of the company engaged in the full-time employment of the company and its related corporations (including all bonuses and commissions received or receivable by them as employees but not including the amount received or receivable by them by way of fixed salary as employees); and (ii) other directors of the company, including in each case, commissions for subscribing for, or agreeing to procure subscriptions for, any shares in or debentures of the company or any related corporation, and the portion (if any) of the total amount contributed or to be contributed otherwise than by the company but not including, in either case, emoluments received, or due and receivable, by a director of the company who is not resident in Australia from a holding company of which he is a director or employee and which is a corporation formed outside Australia and the external Territories, being emoluments received, or due and receivable, by him as such a director or employee; and (n) the amounts (including benefits in kind) received, or due and receivable, by the auditors for their services to the company, separate amounts being shown in respect of— (i) the auditing of the accounts or group accounts; and (ii) other services, and the portion of each such amount contributed or to be contributed otherwise than by the company, with a statement whether the auditors receive any other benefits, and, if so, the general nature of those benefits. (2) There shall also be shown in the accounts or group accounts in respect of the financial year (whether by way of note or otherwise) the amount set aside for the payment of income tax attributable to the financial year. 3. There shall be shown in the accounts or group accounts in respect of the financial year (whether by way of note or otherwise), separately (a) the amount of unappropriated profits or accumulated losses (however described) at the beginning of the financial year; (b) the net amount of profit or loss after providing for payment of income tax attributable to the financial year; (c) any amount set aside to any provision for the payment of income tax attributable to a period other than the financial year; (d) any amount set aside or proposed to be set aside to any reserve, stating the origin of that amount; (e) any amount withdrawn, or proposed to be withdrawn, from any reserve; (f) any amount set aside to a provision (other than a provision specifically provided for in this Schedule); (g) any amount withdrawn from any provision where the amount withdrawn was not applied for the purposes of the provision; (h) any amount set aside for redemption of share capital or of loans; (j) the amount of dividends paid during the financial year and the amount of dividends proposed to be paid, excluding any amount shown in a profit and loss account or balance-sheet relating to a previous financial year as an amount proposed to be paid by way of dividends; (k) the amount of any appropriation or adjustment that affects the amount of unappropriated profits or accumulated losses at the end of the financial year; and (1) the amount of unappropriated profits or accumulated losses (however described) at the end of the financial year. 4. Where in accounts of a company or in group accounts the amount set aside for the payment of income lax attributable to the financial year differs, or but for compensatory items would differ, by more than 15% from the amount of income tax that would be payable by the company or by the company and its subsidiaries if its taxable income for that year were equal to the amount shown in or ascertainable from the accounts or group accounts as being the amount of the net profit or loss before provision is made for the payment of income tax attributable to that year, there shall be set out an explanation of the difference, including a statement of the major items responsible for the difference and the amount, or estimated amount, of those items. 5. (1) There shall be shown separately in the accounts or group accounts as at the end of the financial year (whether by way of note or otherwise) (a) the amount and particulars of authorized capital, calls in arrear and paid-up capital, a distinction being drawn in those amounts and particulars between any different classes of shares; (b) the nominal value of shares in the capital of the company in respect of which options are outstanding, the amount of premium (if any) payable in respect of those shares and particulars of the options; (c) where any part of the capital consists of preference shares (i) the rate of dividend on each class of preference shares; (ii) the amount of arrears of dividend on each class of preference shares; (iii) whether the preference shares are cumulative, non-cumulative, participating or non-participating; (iv) whether the preference shares are to be redeemed or at the option of the company are liable to be redeemed; and (v) if the preference shares are to be redeemed or at the option of the company are liable to be redeemed the date on or before which they are to be redeemed, or are liable to be redeemed, the earliest date on which the company has power to redeem them, and (a) if the preference shares are to be redeemed, or are liable to be redeemed, at a premium—the amount of the premium; or (b) if the preference shares are to be redeemed, or are liable to be redeemed, at a discount—the amount of the discount; (d) the amount of capital that is not capable of being called up except in the event of, and for the purposes of, the winding up of the company; (e) the amount of capital upon which interest has been paid out of capital during the financial year (and the rate of interest so paid); (f) where the company is a no liability company (i) the number of shares forfeited and remaining unsold; and (ii) the number of shares forfeited during the financial year showing the number of shares forfeited in respect of each call and the amount of each such call; (g) the amount of reserves of all descriptions, a separate amount being shown for each class; (h) the amount of the share premium account; (j) the amount of unappropriated profits or accumulated losses (if any) as shown under paragraph 3 (1), any accumulated losses (in so far as they have not been written off) being shown as a deduction from the amount of paid-up capital and reserves; and (k) the amount and particulars of provisions there being shown separately (i) the amounts of any provisions for depreciation, diminution in value or amortization of assets shown as deductions from the amounts of the respective assets; (ii) the amount of any provisions for doubtful debts shown as deductions from the amounts of the respective debts to which the provisions relate; (iii) the amount of provision for income tax, a distinction being drawn between the amount provided for current liability and that provided for future liability, and any amount provided for the purposes of its being used to counter the effect of undue fluctuations in liability for income tax being shown separately; and (iv) the amount and purpose of any other provision shown, if appropriate, as a deduction from the amount of the asset to which the provision relates. (2) There shall be shown in the accounts or group accounts at the end of the financial year (whether by way of note or otherwise) the amounts and descriptions of all current liabilities and non-current liabilities, under headings appropriate to the business of the company or of the company and its subsidiaries, and arranged in classes under those headings according to their nature or function in the business, each of the following being shown separately: (a) bank loans; (b) bank overdrafts; (c) debentures held by (i) subsidiaries; (ii) the holding company; (d) the amount due to trade creditors and on bills payable; (c) other amounts payable to (i) subsidiaries; (ii) the holding company; and (iii) other related corporations; (f) the aggregate amount, or estimated aggregate amount, and particulars of capital expenditure contracted for, so far as the amount has not been provided for; (g) the aggregate amount, or estimated aggregate amount, and particulars of lease and hire expenditure contracted for so far as the amount has not been provided for, and the amount of that expenditure which is payable within 12 months after the end of the financial year; and (h) the amounts and descriptions of other liabilities and particulars of their nature. (3) There shall be shown in the accounts or group accounts, if not otherwise shown, as at the end of the financial year (whether by way of note or otherwise), contingent liabilities with a statement as to the general nature of those liabilities and so far as practicable, the maximum amount, or an estimate of the maximum amount, for which the company or the company and its subsidiaries could become liable in respect of those liabilities. (4) There shall be shown separately in the accounts or group accounts as at the end of the financial year (whether by way of note or otherwise) the amounts and descriptions of all fixed assets, intangible assets, current assets, investments and assets of any other kind, under the headings appropriate to the business of the company or of the company and its subsidiaries, and arranged in classes under those headings according to their nature or function in the business, the following being shown separately: (a) cash at bank and in hand; (b) stock on hand, divided, where appropriate, into raw materials, finished goods, work in progress and other stock; (c) government, municipal and other public debentures, stock and bonds; (d) shares in (e) options in respect of shares in (f) debentures of each of the following (g) the amount due from trade debtors and on bills receivable; (h) amounts of interest due from each of the following; (iv) other persons, that are not brought to account in the profit and loss account; (j) other amounts receivable from (j) subject to sub-clause (6), the total amount outstanding of any loans made, guaranteed or secured by the company, or by the company and its subsidiaries, being loans made to— (i) a director of the company, a spouse of such a director, or a relative of such a director or spouse; (ii) a director of a corporation that is related to the company, a spouse of such a director or a relative of such a director or spouse; (iii) a trustee of a trust under which a person referred to in sub-paragraph (i) or (ii) has a beneficial interest; or (iv) a corporation, where a person referred to in sub-paragraph (i) or (ii) has, or 2 or more such persons together have, a direct or indirect beneficial interest in shares in the corporation the nominal value of which is not less than 10% of the nominal value of the issued share capital of the corporation; (k) the aggregate of the amounts of any items of goodwill and of any patents and trademarks, to the extent that they have not been written off; (1) the amounts of each of the following, to the extent that they have not been written off (i) preliminary expenses; (ii) expenses incurred in connection with any issue of shares or debentures; (iii) sums paid by way of commission in respect of any shares or debentures; (iv) sums allowed by way of discount in respect of debentures; and (v) sums allowed by way of discount on any issue of shares; and (m) the amounts and descriptions of other assets, with particulars of their nature. (5) There shall be shown in the group accounts the net amount of consolidated profit or loss of the group for the financial year after provision for income tax, showing separately the extent to which each corporation in the group contributed to that consolidated profit or loss, and after deducting from that consolidated profit or loss any amounts that should property be attributed to any person other than a corporation in the group. (6) Where a company makes a loan to a corporation, or gives a guarantee or provides security in connection with a loan made to a corporation, a person or persons shall not be taken for the purposes of paragraph (4) (j) to have a beneficial interest in shares in the corporation by reason only that the company has a relevant interest or relevant interests in shares in the corporation and the person or persons has or have a relevant interest or relevant interests in shares in the company. 6. (1) In respect of each liability or contingent liability shown in the accounts or group accounts, being a liability the payment of which is secured by a charge on assets of the company or of the company and its subsidiaries, whether registered or unregistered, there shall be shown a statement that it is so secured and the extent to which it is secured and each such liability or contingent liability shall be distinguished from any other liabilities or contingent liabilities the payment of which is not so secured. (2) Current liabilities and current assets shall be clearly distinguished from other liabilities and assets. (3) Where by reason of the manner in which the records of a company were kept before the date of commencement of section 81 of the Companies Ordinance 1973 it is not possible to show separately the amounts of any classes of assets or liabilities required by this Schedule to be separately shown, there shall be shown the total amount of assets or liabilities of those classes acquired or incurred before that date, and the separate amounts of assets or liabilities of those classes acquired or incurred after that date. 7. (1) In respect of all fixed assets, investments, stock on hand and work in progress shown in the balance-sheet there shall be stated the method of arriving at the respective amounts of the assets, investments, stock or work in progress, and when more than one method is used, a separate total shall be shown in respect of each of the methods used. (2) There shall be shown in respect of each class of fixed assets or investments referred to in the accounts or group accounts (a) the cost of the assets or investments of that class or (at the option of the directors) where they have been valued, the amount of the assets or investments of that class as so valued, and, where the valuation applies only to part of such a class, separate totals for such of the assets as have been valued and for the remainder of the assets of that class; (b) the aggregate amount written off in respect of each class or part of a class since the date of acquisition or valuation, as the case may be; and (c) the difference between the amounts shown under paragraph (a) and paragraph (b). (3) For the purposes of sub-clause (2), the net amount at which any assets stood in the company's records at the date of the commencement of section 81 of the Companies Ordinance 1973 (after deduction of the amounts previously provided or written off for depreciation, diminution in value or amortization) shall, if the figures relating to the period before that date cannot be obtained without unreasonable expense or delay, be treated, until a valuation is made, as if it were the amount of a valuation of those assets made on that date, and, where any of those assets are sold, that net amount (less the net amount at which the assets sold stood in the records as at that date, or, if no separate amount is available, their estimated value as at that date) shall be treated as if it were the amount of a valuation of the remaining assets made on that date. (4) Paragraphs (2) (b) and (c) do not apply to fixed assets the replacement of which is dealt with wholly or partly (a) by making any provision for renewal or replacement and charging the cost of renewal or replacement against that provision; or (b) by charging the cost of renewal or replacement directly against revenue, but in respect of those assets there shall be stated (c) the method by which their renewal or replacement is dealt with; and (d) the aggregate amount of the provisions (if any) made for renewal or replacement and not used. (5) If any investments of a class for which paragraph 5 (4) (c), (d), (e) or (f) requires a separate amount to be shown are listed for quotation on the stock market of a stock exchange in Australia or elsewhere that is specified in regulation 16, a separate total shall be shown for the quoted investments of each class, and there shall also be shown the aggregate quoted market value, calculated on the official quotation of that stock market, of the quoted investments of each class. (6) Where the amount of any fixed asset or investment (other than an investment the quoted market value of which has been included in an aggregate market value in accordance with sub-clause (5)) is shown at a valuation or at a valuation less amounts written off, there shall be shown (whether by way of note or otherwise) the date of the valuation, and whether the valuation was made by an officer of the company or of a related corporation or by a person not being such an officer. (7). If the valuation referred to in sub-clause (6) was made on or after the date of commencement of section 81 of the Companies Ordinance 1973 by a person not being such an officer, the name of the person who valued it and particulars of his qualifications shall be shown in the first accounts in which reference is made to the valuation. (8) For the purposes of sub-clause (6), the expression "officer's valuation" may be used to indicate a valuation made by an officer of the company or of a related corporation and the expression "independent valuation" may be used to indicate a valuation made by a person not being such an officer. (9) In addition to any other information required to be shown, there shall be shown separately (whether by way of note or otherwise), in respect of land or interests in land acquired or held for sale or resale, to the extent to which they have not been written off (a) the total cost of acquisition (exclusive of any cost of surveys, roads and drainage and other development expenses); (b) the total of any development expenses capitalized; and (c) the total of any amounts of rates, taxes or interest and any other amounts capitalized. 8. There shall be shown (whether by way of note or otherwise) in the balance-sheet of every company that is a borrowing corporation or a guarantor corporation a schedule setting out, separately, estimates of the amounts payable by, and the debts payable to the company (a) not later than one year; (b) later than one year but not later than 2 years; (c) later than 2 years but not later than 5 years; and (d) later than 5 years, after the end of the financial year. 9. The accounts of a company that is a subsidiary of another corporation shall state (whether by way of note or otherwise) the name of the corporation that the company believes to be its ultimate holding company and, if known to the company, the country in which that ultimate holding company is incorporated. 10. (1) Group accounts of a holding company shall state (whether by way of note or otherwise) (a) the name and place of incorporation of each subsidiary, and if any business of the subsidiary is carried on in a country other than Australia, the name of the country; (b) the amount of the holding company's investment in each class of the share capital of each subsidiary; (c) the percentage of each class of the shares in each subsidiary held by the holding company; and (d) where the financial year of a subsidiary does not coincide with the financial year of the holding company, the date on which the financial year of the subsidiary ends. (2) Where any consolidated accounts are to be laid before a holding company at its annual general meeting, transactions and balances between the corporations covered by the consolidated accounts shall be eliminated in determining any amounts to be stated in the consolidated accounts. (3) Subject to sub-clause (4), where separate accounts of a subsidiary are to be laid before the holding company at its annual general meeting as part of the group accounts, the accounts of the subsidiary shall as far as practicable be in the same form as the accounts of the holding company. (4) In the case of a subsidiary incorporated outside the Territory (whether or not it has established a place of business in the Territory), it is sufficient compliance with the provisions of sub-clause (3) if the accounts of the subsidiary (a) are in such form; (b) are reported on by an auditor in such manner; (c) contain such particulars; and (d) include or are accompanied by such documents (if any), as is or are required by the law of its place of incorporation concerning accounts to be laid before the subsidiary in general meeting. (5) Where group accounts are prepared otherwise than as one set of consolidated accounts covering the group, the directors of the holding company shall certify on, or in a certificate attached to, the accounts (a) that the preparation of one such set of consolidated accounts is impracticable or that it is preferable, in the interest of the shareholders, that the accounts be prepared in the form in which they are prepared (as the case may be), for reasons to be stated in the certificate; and (b) that, in the opinion of the directors, the accounts so prepared are not significantly affected by transactions and balances between the corporations covered by the accounts, except to the extent stated in any notes forming part of the accounts. (6) Where any accounts included in group accounts laid before a holding company at its annual general meeting are presented in a form or grouping different from that in which the immediately preceding group accounts (if any) were so laid, the directors shall certify on, or in a certificate attached to, the accounts the names of the corporations the accounts of which have been so presented and the reasons for presenting them in that form or grouping. (7) A certificate under sub-clause (5) or (6) shall be signed by not less than 2 directors. 11. All amounts shown in the accounts or group accounts shall be expressed in Australian currency and, where any conversion has been made otherwise than on the basis of the rate of exchange current at the end of the financial year of the company or holding company, an explanation of the methods used in calculating the conversion shall be given. 12. (1) Except in the case of the first accounts after the incorporation of the company and in the case of the first group accounts after the company becomes a holding company, there shall be shown (a) in every balance sheet and in all notes attached to that balance sheet the corresponding amounts as at the end of the immediately preceding financial year; and (b) in every profit and loss account and in all notes attached to that profit and loss account the corresponding amounts for the corresponding period of the immediately preceding financial year, and, where the respective financial years are not equal in length, the periods covered shall be clearly indicated by way of note or otherwise. (2) If (a) the balance sheet or notes attached to that balance sheet do not include an item corresponding to an item in the balance sheet or notes attached to that balance sheet as at the end of the immediately preceding financial year; or (b) the profit and loss account or notes attached to that profit and loss account do not include an item corresponding to an item in the profit and loss account or notes attached to that profit and loss account covering the corresponding period of the immediately preceding financial year, that previous item and the amount of that previous item shall be shown. 13. (1) Where the accounts or group accounts could be misleading by reason of a failure to explain the method used in dealing with, or calculating the amount of, any item or information included in or excluded from the accounts or group accounts, there shall be stated (whether by way of note or otherwise) the method used to deal with, or calculate, the amount of the item or information. (2) Any sums that consist of or are in the nature of interest, accommodation charges, service charges, maintenance charges or insurance premiums, being income that has not been earned at the end of the financial year, shall not be included in any estimate of the gross amount of any of the following classes of debts owed to the company or to the company and its subsidiaries: (a) debts payable not later than one year after the end of the financial year; (b) debts payable later than one year but not later than 2 years after the end of the financial year; (c) debts payable later than 2 years but not later than 5 years after the end of the financial year; (d) debts payable later than 5 years after the end of the financial year, unless the amount of unearned income so included is shown as a deduction from the estimate of the gross amount of the class of debts concerned. (3) A short statement of the method by which the amount of unearned income has been calculated shall be included in the accounts or group accounts (whether by way of note or otherwise). SCHEDULE 8 Regulation 60 Sub-section 296 (10) WITNESSES' FEES AND TRAVELLING EXPENSES 1. A person who is an officer by reason of his professional, scientific or other special skill or knowledge and is called to give evidence by reason of that skill or knowledge shall be paid a fee of not less than $45 and not more than $250 for each day on which he so attends. 2. A person, other than a person referred to in clause 1 of this Schedule, who is called to give evidence or to produce documents shall be paid— (a) if he is remunerated by wages, salary or fees (i) a fee equal to the amount of wages, salary or fees lost by reason of his so attending; or (ii) a fee of $50 for each day on which he so attends, whichever is the less; or (b) if he is not so remunerated a fee of $30 for each day on which he so attends. 3. A person attending an examination before an inspector to give evidence or to produce documents shall be paid a reasonable amount (a) in respect of his conveyance to and from the place at which he so attends; and (b) if he is required to be absent overnight from his usual place of residence for meals and accommodation. SCHEDULE 9 SCHEMES OF ARRANGEMENT Regulation 62 PART I INTERPRETATION In this Schedule "internal creditor" means a creditor who is a member of the company, a relative or spouse of the member, or a relative of the spouse of a member; "Scheme" means the proposed compromise or arrangement; "scheme creditors" means the creditors or class of creditors of a company, to whom the Scheme would apply; "scheme members" means the members or class of members of a company, to whom the Scheme would apply. PRESCRIBED INFORMATION RELATING TO PROPOSED COMPROMISE OR ARRANGEMENT WITH CREDITORS OR CLASS OF CREDITORS 1. The statement shall set out (a) the expected dividend that would be available to scheme creditors if the company were to be wound up within 6 months after the date of the hearing of the application to the Court for an order under sub-section 315 (1) of the Act; (b) where a composition of debts is proposed the expected dividend that would be paid to scheme creditors if the Scheme were put into effect as proposed; (c) a list of the names of all known scheme creditors together with the debts owed to those creditors; (d) if any scheme creditor is known to be a guaranteed creditor the name of that creditor and the amount of the debt owed; and (e) if any scheme creditor is known to be an internal creditor—the name of the creditor and the amount of the debt owed. 2. The statement shall contain a statement to the effect that an order under sub-section 315 (1) of the Act does not constitute an endorsement of, or any other expression of opinion on, the Scheme.