Outline the procedure for delivery of such a statement to the Registrar of Companies and indicate the information that must be disclosed the statement.

A statement in lie of prospectus may be prepared in the following circumstances.

1) When a private company goes public
Under section 32 (1) of the Act, if a private company special resolution alters its articles converting itself to public it ceases to be a private company on the date of the alteration an must within 14 days thereof deliver to the registrar for registration either;

An ordinary prospectus
A statement in lie of prospectus containing the particulars of part 1 and 2 of the 2nd schedule to the Act. Contents of this schedule include:

a) Nominal share capital and the divisions thereof
b) Redeemable preference shares
c) Earliest date of redemption
d) Particulars of directors
e) Commission paid and discount allowed
f) Amount paid to promoters
g) Auditors of the company.

2) Restriction on allotment of shares:
Under section 50 (1) of the Companies Act, if a company having a share capital has not issued a prospectus with reference to its formation or has issued one but has not proceeded to allot any of the shares offered to the public for subscription no share out to be allotted unit at least after 3 days from the date of delivery to the registrar for registration, a statement in lie of prospectus signed every person who is named or proposed director of the company and containing the particulars of part 1 and 2 of the fourth schedule to the Act. Contents of this schedule include:

a) Auditors of the company
b) Particular of material contracts
c) Rate of commission
d) An estate of the preliminary expenses
e) Particulars of directors
f) Nominal share capital and divisions thereof
g) Redeemable preference share if any
h) Earliest date of redemption.

3) Restriction on commencement of redemption:
Under section 111(2) of the Act if a company having a share capital has not issued a prospectus inviting subscription for its shares or has issued one, but failed to raise the minimum subscription, there must be delivered to the registrar for resignation inter alia a statement in lieu of prospectus to facilitate the issue of a certificate of trading. However, section 111 (2) does not prescribe the contents of the statements in lieu.

b)
Under section 50 (1) of the Act, a company having share capital which does not issue a prospectus on or with reference to its formation, or which has issued such a prospectus

but has not proceeded to allot any of the shares offered to the public for subscription, shall not allot any of the shares or debentures unless at least 3 days before the first allotment of either shares or debentures there has been delivered to the registrar for registration a statement in lieu of prospectus signed every person who is named there in as a director or proposed director of the company or his agent authorized in writing, in the form and containing the particulars set out in part 1 of the fourth schedule and, in the cases mentioned in part II of that schedule, setting out the reports specified therein, and said parts I and II shall have effect subject to the provision contained in part III of that schedule.

Under Section 50 (2), every statement in lieu of prospectus delivered under subsection (1), shall where the persons making any such report as aforesaid have made therein or have, without giving reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the fourth schedule have enclosed thereon or attached there to a written statement signed those persons setting out the adjustments and giving the reasons therefore.

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