First Schedule
Tables
Table A
Part I - Articles of association of a public company limited by shares
Interpretation
1.In these articles—"the Act" means the Companies Act (Cap. 46:03);"the seal" means the common seal of the company;"secretary" means any person appointed to perform the duties of the secretary of the company;Unless the context otherwise requires, words, or expressions contained in these articles shall bear, the same meaning as in the Act or any statutory modification thereof in force at the date at which these articles become binding on the company.Share capital and variation of rights
2.Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, but subject to the Act, shares in the company may be issued by the directors and any such share may be issued with such preferred, deferred, or other special rights or such restrictions, whether in retard to dividend, voting, return of capital, or otherwise, as the directors, subject to any ordinary resolution of the company, determine.3.Subject to the Act, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the company are, liable to be redeemed.4.If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these articles relating to general meetings shall mutatis mutandis apply, but subject to the following provisions—(a)where a class has only one member, that member shall constitute a meeting;(b)at any meeting of a class of members, one member of the class present in person or by proxy may demand a poll;(c)at any meeting of a class of members other than an adjourned meeting the necessary quorum shall be one member present in person or by proxy, if there are not more than two members of that class, and in any other case shall be two members, present in person or by proxy, holding not less than one-third of the total voting rights of that class; and(d)at any adjourned meeting of a class of members, the necessary quorum shall be one members of that class.5.The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally therewith.6.The company may exercise the powers of. paying commissions conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be. paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of 10 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully paid shares or partly in one way and partly in the other. The company may also on any issue of shares pay such brokerage as may be lawful.7.Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future, or partial interest in any share or (except only as by these articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.8.Every person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate under the seal of the company in accordance with the Act but in respect of a share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.9.If a share certificate is defaced, lost or destroyed, it may be renewed on payment of a fee of one Kwacha or such less sum and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the company of investigating evidence as the directors think fit.Transfer of shares
10.Subject to these regulations any member may transfer all or any of his shares by instrument in writing in the form in the Sixth Schedule to the Act or in any other form which the directors may approve. The instrument shall be executed by or on behalf of the transferor and transferee; and the transferor shall remain the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the register of members in respect thereof.11.The instrument of transfer shall be left for registrational the registered office of the company together with such fee not exceeding 25 tambala as the directors from time to time may require accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer, and thereupon the company shall subject to the powers vested in the directors by these regulations register the transferee as a shareholder and retain the instrument of transfer.12.The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine not exceeding in the whole thirty days in any year.Transmission of shares
13.In case of the death of a member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder or last survivor of joint holders, shall be the only persons recognized by the company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.14.Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof.15.If the person so becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. If he elects to have another person registered he shall testily his election by executing to that person a transfer of the share. All the limitations, restrictions, and provisions of these articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.16.Where the registered holder of any share dies or becomes bankrupt his personal representative or the assignee of his estate, as the case may be, shall be entitled to the same dividends and other advantages as the registered holder would have been entitled to if he had not died or become bankrupt, and to the same rights and remedies as if he were a member of the company, except that he shall not, before being registered as a member in respect of the share, be entitled to vote at any meeting of the company:Provided that the company may at anytime give notice requiring any such personal representative or assignee to elect either to be registered himself or to transfer the share and if the notice is not complied with within three months the company may thereafter suspend payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.Where two or more persons are jointly entitled to any share in consequence of the death of the registered holder they shall for the purposes of these regulations, be deemed to be joint holders of the share.Alteration of capital
17.The company may from time to time by ordinary resolution—(a)increase the share capital by new shares of such amount as the resolution shall prescribe;(b)consolidate and divide all or any of its share capital into shares of larger amount;(c)subdivide its shares or any of them into shares of smaller amount;(d)cancel shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.18.Unless the company otherwise resolves all new shares shall first be offered to such persons as at the date of the offer are entitled to receive notices of general meetings in proportion, as nearly as possible, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to who. the offer is made that he declines to accept the shares offered, the directors may dispose of these shares in such manners as they think most beneficial to the company. The directors may likewise so dispose of any odd shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this regulation.19.The company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorized and consent required by law.General meetings
20.The company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next:Provided that—(a)so long as the company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year; and(b)if all the members of the company entitled to attend and vote at any annual general meeting agree in writing that an annual general meeting shall be dispensed with in any year, it shall not be necessary to hold an annual general meeting that year.21.All general meetings other than annual general meetings shall be called extraordinary general meetings.22.The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on the requisition of members as provided by section 106 of the Act. If at any time there are not within Malawi sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.23.All general meetings shall be held in Malawi, at such times and places as the directors shall determine.Notice of general meetings
24.An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days notice in writing at the least, and a meeting of the company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner if any, as may be prescribed by the company in general meeting, to such persons as are, under the Act or the articles of the company, entitled to receive such notices from the company:Provided that a meeting of the company shall notwithstanding that it is called by shorter notice than that specified in this article, be deemed to have been duly called if it is so agreed—(a)in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and(b)in the case of any other meeting by a majority in number of the members having a right to attend and vote at the meeting being a majority together holding not less than 95 per cent of the total voting rights at that meeting of all the members.25.Notices of general meetings shall be accompanied by any statements required to be circulated therewith on behalf of members in accordance with sections 117 and 118 of the Act.26.The accidental omission to give notice of a meeting to, or the nonreceipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.Proceedings at general meetings
27.All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring, the fixing of the remuneration of the directors and the appointment of, and the fixing of the remuneration of, the auditors.28.No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, two persons being members or holding proxies from members shall be a quorum.29.If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members shall be dissolved, in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members then present or represented by proxy shall be a quorum.30.The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present shall choose one of their number to be chairman of the meeting.31.The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.32.At any general meeting a resolution put to the vote of the meeting, shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded—(b)by at least three members present in person or by proxy; or(c)by any member or members present in person or by proxy and representing not less than one-twentieth of the total voting rights of all the members having the right to vote at the meeting.Unless a poll be so demanded a declaration by the. chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.The demand for a poll may be withdrawn.33.Except as provided in article 35, if a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.34.In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.35.A poll demanded on the election of a chairman or on a question of adjournment shall he. taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.36.Subject to the provisions of the Act, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being bodies corporate or unincorporated associations, by their duly authorized representatives) shall be as valid and effective as if it had been passed at a general meeting of the company duly convened and held.Votes of members
37.Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder.38.In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.39.No member shall be entitled to vote at any general meeting unless all sums presently payable by him in respect of shares in the company have been paid.40.No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.41.On a poll, votes may be given either personally or by proxy.42.The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a body corporate, either under seal, or under the hand of an officer or attorney duly authorized. A proxy need not be a member of the company.43.The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within Malawi as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.44.An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit—(Name of company, Limited)I/We_______________________________________________________, of (address), being a member/members of the above-named company, herebyappoint _______________________ of ________________________________, or failing him ______________________________________ of __________________________, as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the company, to be held on the ___________________ day of _______________, 19 __________________, at any adjournment thereof.This form is to be used—* in favour of_________________________ resolution no. __________;againstin favour of*_____________________________ resolution no. _______;againstin favour of*__________________________ resolution no. _________;againstUnless otherwise instructed, the proxy will vote as he thinks fit.Date _____________________________ Signed __________________________________ ;* Strike out not be a member of the companyA proxy need not be a member of the company.45.The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.46.A vote given in accordance with the terms of an instrument of proxy, shall be valid notwithstanding the previous death, or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that nomination in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.Bodies corporate and unincorporated associations acting by representatives at meetings
47.Any body corporate or unincorporated association which is a member of the company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the company or of any class of members of the company, and the person authorized shall be entitled to exercise the same powers on behalf of the body corporate or unincorporated association which he represents as that body corporate or unincorporated association could exercise if it were an individual member of the company, and shall be deemed to be a member for the purpose of reckoning a quorum.Directors
48.The first directors shall be appointed in writing by the subscribers of the memorandum of association or a majority of them.49.The number of the directors, not being fewer than three, shall be determined by the subscribers of the memorandum of association or by a majority of them or, failing such determination, shall be the number of directors appointed under the preceding articles.50.The remuneration of the directors shall from time to time be determined by the company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them m attending and returning from meetings of the directors or any committee of directors or general meetings of the company or in connexion with the business of the company.51.The shareholding qualification for directors may be fixed by the company in general meeting, and unless and until so fixed no qualification shall be required.Borrowing powers
52.The directors may exercise all the powers of the company to borrow money, and to mortgage or charge its undertaking and property or any part thereof, and to issue debentures, debenture stock, and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party:Provided that the amount for the time being remaining undischarged of moneys borrowed or secured by the directors as aforesaid (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) shall not at any time, without the previous sanction of the company in general meeting, exceed the amount of the share capital of the company for the time being issued, but nevertheless no lender or other person dealing with the company shall be concerned to see or inquire whether this limit is observed.Powers and duties of directors
53.The business of the company shall be managed by the directors, who may pay all expenses incurred m promoting and registering the company, and may exercise all such powers of the company as are not, by the Act or by these articles, required to be exercised by the company in general meeting, subject, nevertheless to the provisions of the Act and to these articles.54.The directors may from time to time and at any time by power of attorney appoint any body corporate, firm or person or body of persons, whether nominated directly or indirectly by the director to be the attorney or attorneys of the company for such purposes with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any sch attorney as the directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.55.(1)A director who is in any way, whether directly or indirectly, materially interested in a contract or proposed contract with the company shall declare the nature and extent of his interest at a meeting of the directors or shareholders in accordance with section 150 of the Act.(2)Subject to these articles a director shall not vote in respect of any contract or arrangement in which he is interested, and if he shall do so his vote shall not be counted, nor shall he be counted in the quorum present at the meeting, but neither of these prohibitions shall apply to—(a)any arrangement for giving any director any security, or indemnity in respect of money lent by him to or obligations undertaken by him for the benefit of the company; or(b)any arrangement for the giving by the company of any security to a third party in respect of a debt or obligation of the company for which the director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of a security; or(c)any contract by a director to subscribe for or underwrite shares or debentures of the company;and these prohibitions may at any time be suspended or relaxed to any extent, and either generally or in respect of any particular contract, arrangement or transaction, by the company in general meeting.(3)A director may hold any other office or place of profit under the company (other than the office of auditor) in conjunction with his office of director for such period and on such terms (as to remuneration and otherwise) as the directors may determine and no director or intending director shall be disqualified by his office from contracting with the company site with regard to his tenure of any such other office or place of profit or as vendor purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the company in which any director is in any way interested, be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the company for any profit realized by any such contract or arrangement by reason of such director holding that office or of the fiduciary relation thereby established.(4)A director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other director is appointed to hold any such office or place of profit under the company or whereat the terms of any such appointment are arranged, and he may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof.(5)Any director may act by himself or his firm in a professional capacity for the company, and he or his firm, shall be entitled to renumeration for professional services as if he were not a director; provided that nothing herein contained shall authorize a director or his firm to act as auditor to the company.56.All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine.57.The directors shall cause minutes to be made in books provided for the purpose—(a)of all appointments of officers made by the directors;(b)of the names of the directors present at each meeting of the directors and of any committee of the directors; and(c)of all resolutions and proceedings at all meetings of the company, and of the directors, and of committees of directors.58.The directors on behalf of the company may pay a gratuity or pension or allowance on retirement to any director who has held any other salaried office or place of profit with the company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.Disqualification of directors
59.The office of director shall be vacated if the director—(a)ceases to be a director by virtue of section 144 of the Act; or(b)becomes bankrupt or makes any arrangement or composition with his creditors generally; or(c)becomes prohibited or disqualified from being a director by reason of any order made by a competent court; or(d)becomes of unsound mind; or(e)resigns his office by notice in writing to the company; or(f)shall for more than six months have been absent without permission of the directors from meetings of the directors held during that period; or(g)is directly or indirectly materially interested in any contract or proposed contract with the company and fails to declare the nature of his interest in manner required by the Act.Rotation of directors
60.At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.61.The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring director shall be eligible for re-election.62.The company at the meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto, and in default the retiring director shall if offering himself for re-election be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost.63.No person other than a director retiring at the meeting shall unless recommended by the directors be eligible for election to the office of director at any general meeting unless not less than three nor more than twenty-one days before the date appointed for the meeting there shall have been left at the registered office of the company notice in writing, signed by a member duly qualified to attend and vote at the meeting, for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.64.The company may from time to time by ordinary resolution increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office.65.The directors shall have power at any time and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these articles. Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.66.The company may by ordinary resolution, of which notice has been given in accordance with section 146 of the Act, remove any director before the expiration of his period of office notwithstanding anything in these articles or many agreement between the company and such director. Such removal shall be without prejudice to any claim such director may have for damages for breach of any contract of service between him and the company.67.The company may by ordinary resolution appoint another person in place of a director removed from office under the immediately preceding articles, and without prejudice to the powers of the directors under article 65 the company in general meeting may appoint any person to be a director either to fill a causal vacancy or as an additional director. A person, appointed in place of a director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director.Proceedings of directors
68.The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, any time summon a meeting of the directors. Subject to the provisions hereinafter contained regarding alternate directors, it shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Malawi.69.The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.70.The continuing directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below, the number fixed by or pursuant to the articles of the company as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.71.The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.72.The directors may delegate any of their powers to committees consisting of such member or members of their body ns they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.73.A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.74.A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.75.All acts done by any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.76.A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.Alternate directors
77.A director may, either generally or in respect of any period in which he is absent from Malawi or unable for any reason to act as a director, appoint another director, or any other person approved by a resolution of the board of directors, as an alternate director. Such appointment shall be in writing signed by the appointor and lodged with the company.78.Every alternate director so appointed shall during the currency of such appointment be deemed for all purposes to be a director and officer of the company and not the agent of his appointor, and shall be entitled to receive all notices of meetings and to attend, speak and vote at all meetings accordingly; but he shall not himself be entitled to appoint an alternate director.79.The company shall not be liable to pay additional remuneration by reason of the appointment of an alternate director.80.An alternate director who is himself a director shall have an additional vote for each director for whom he acts as alternate at every meeting of the directors.81.The appointment of an alternate director shall cease at the expiration of the period, if any, for which he was appointed, or if his appointor gives written notice to that effect to the company, or if his appointor ceases for any reason to be a director or if the alternate resigns by notice in writing to the company.82.Until the cessation of the appointment of an alternate director both the appointor and appointee shall be and may act as directors of the company, but no alternate, unless a director in his own right, shall attend or vote at any meeting of the directors or any committee of directors at which his appointor is present.Managing directors
83.The directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terms as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. A director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors, but his appointment shall be automatically determined if he ceases from any cause to be a director.84.A managing director shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the directors may determine.85.The directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.Secretary
86.The secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.87.A provision of the Act or these articles requiring or authorizing a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in the place of, the secretary.Common seal
88.(1)This article applies if the company has a seal (the "common seal").(2)The common seal shall only be applied to a document if its use on that document has been authorised by a decision of the directors.(3)If the common seal is applied to a document, the document shall be—(a)signed by an authorised person; and(b)countersigned by another authorised person.(4)For the purposes of this article, an authorised person is—(a)any director of the company;(b)the company secretary, if any; or(c)any person authorised by the directors for the purpose of signing and countersigning documents to which the common seal is applied.Dividends and reserve
89.The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.90.The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.91.No dividend shall be paid otherwise than out of profits.92.The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may from time to time think fit. The directors may also without placing the same to reserve carry forward any profits which they may think prudent not to distribute.93.Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways and the directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the doctors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors.94.Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts from any dividends, bonuses or other moneys payable in respect of the shares held by them as joint holders.95.No dividend shall bear interest against the company.Accounts
96.The directors shall cause proper accounting records to be kept with respect to—(a)all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;(b)all sales (except ordinary retail sales) and purchases of goods by the company; and(c)the assets and liabilities of the company.Proper accounting records shall not be deemed to be kept if there are not kept, such books of account as are necessary to give a true and fan view of the state of the company s affairs and to explain its operations and transactions.97.The accounting records shall be kept at the registered office of the company, or, subject section 180 of the Act, at such other place or places as the directors think fit, and shall always be open to the inspection of any director.98.The directors shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations, the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorized by the directors or by the company in general meeting.99.The directors shall from time to time, in accordance with the Act, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by law.100.The directors shall, at some date not later than eighteen months after incorporation of the company and subsequently once at least in every calendar year at intervals of not more than fifteen months cause to be prepared and sent to every member of the company and to every holder of debentures of the company a copy of each of the following documents—(a)a profit and loss account and balance sheet;(b)a report by the directors thereon; and(c)any report by the auditors:Provided that this article shall not require a copy of such documents to be sent to a member or debentureholder of whose address the company is unaware, but such person shall be entitled to be furnished on demand without charge with a copy of the last of such profit and loss accounts and balance sheets and directors and auditors reports.101.Unless the holding of an annual general meeting is waived by the members in accordance with section 104 of the Act, the documents referred to in article 100 shall be laid before the company in general meeting.Capitalization of profits
102.The company in general meeting may upon the recommendation of the directors resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members or any class of members pro rata to their respective shareholdings on condition that the same be not paid in cash but be applied in paying up in full unissued shares or debentures of the company to be allotted and distributed credited as fully paid up to and amongst such members in the proportion aforesaid, and the directors shall give effect to such resolution:Provided, that a share premium account and a capital redemption reserve fund may, for the purposes of this article, only be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares.103.Whenever such a resolution as aforesaid shall have been passed the directors shall make all appropriations and applications of the sums resolved to be capitalized thereby, and all allotments and issues of fully-paid shares or debentures, if any; and generally shall do all acts and things required to give effect thereto, with full power to the directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorize any person to enter on behalf of all the members entitled thereto into an agreement with the company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalization, and any agreement made under such authority shall be effective and binding on all such members.Audit
104.Auditors shall be appointed and their duties regulated in accordance with the Act.Notices
105.A notice may be given by the company to any member either personally or by sending it by post to him or to his address on the register of members, or (if he has no such address within Malawi) to the address, if any within Malawi supplied by him to the company for the giving of notice to him or by leaving it for firm with some person apparently over the age of eighteen years at such address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected at the expiration of seven days or, if it is sent to an address outside Malawi, fourteen days after the letter containing the same is posted.106.A notice may be given by the company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.107.A notice may be given by the company to the persons entitled to a share in consequence of the death, receivership or bankruptcy of a member either personally or by sending it through the post in a prepaid letter addressed to them by name or by the title of representatives of the deceased, receiver, or trustee of the bankrupt, or by any like description, at the address, if any, within Malawi supplied for the purpose by the persons claiming to be so entitled or by leaving it for diem with some person apparently over the age of eighteen years at such address, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, receivership or bankruptcy had not occurred.108.Notice of every general meeting shall be given in any manner hereinbefore authorized to—(a)every member except those members, who (having no registered address within Malawi) have not supplied to the company an address within Malawi for the giving of notices to them;(b)every person upon whom the ownership of a share devolves by reason of his being a legal personal representative, a receiver or a trustee in bankruptcy of a member where the member but for his death, receivership or bankruptcy would be entitled to receive notice of the meeting;(c)every director of the company; and(d)the auditor for the time being of the company.No other person shall be entitled to receive notices of general meetings.Winding-up
109.If the company shall be wound-up the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act divide amongst the members in specie or kind the whole or any part of the assets of the company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, shall think fit.Indemnity
110.Every director, managing director, agent auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connexion with any application under section 342 of the Act in which relief is granted to him by the court.Part II - Articles of association of a private company limited by shares
1.The regulations contained in Part I of Table A shall apply.2.The company is a private company and accordingly the right to transfer shares is restricted in manner hereinafter prescribed.Transfer of shares
3.A share may be transferred by a member or other person entitled to transfer the same (hereinafter called the proposing transferor) to any member selected by the proposing transferor.4.Any share may transferred by a member to his or her father or mother or to any lineal descendant of his or her father and mother or to his wife or her husband, and any share, of a deceased member may be transferred by his executors or administrators to the father or mother or the lineal descendants of the father and mother or the widow or widower of such deceased member, and shares standing in the name of the trustees of the will of any deceased member may be transferred upon any change of trustees to the trustees for the time being of the will.5.Except where the transfer is made pursuant to articles 3 and 4 the proposing transferor shall give notice in writing (hereinafter called "the transfer notice") to the company that he desires to transfer the same. The notice shall constitute the company his agent for the sale of the share to any member of the company or to any person selected by the directors as one whom it is desirable in the interests of the company to admit to membership at the fair value to be fixed by the auditor for the time being of the company. The transfer notice may include several shares, and in such case shall operate as if it were a separate notice in respect of each.6.If the company within the space of sixty days after being served with such transfer notice shall find a member or person selected as aforesaid willing to purchase the share (hereinafter called "the purchasing member") and give notice thereof to the proposing transferor he shall be bound, upon payment of the fair value, to transfer the share to the purchasing member who shall be bound to complete the purchase within fourteen days from the service of such last-mentioned notice.7.The directors shall, with a view to finding a purchasing member, offer at the fair value any shares comprised in a transfer notice to the persons then holding the remaining shares in the company as nearly as may be in proportion to their respective holdings of shares in the company and shall limit a time within which such offer if not accepted in whole or in part shall he deemed to be declined, and shall notify such persons that any such person who desires to purchase shares in excess of his said proportion shall in his reply state how many additional shares he desires to purchase at the fair value, and if all such persons do not accept their said proportions in full the unaccepted shares shall be used for satisfying the said claims for additional shares. If there shall be insufficient of the said unaccepted shares to satisfy in full all such claims for additional shares, the said unaccepted shares shall be distributed amongst persons making such claims as nearly as may be in proportion to the said respective holdings of shares in the company provided that no person shall be bound to take more additional shares than those he shall have offered to purchase. The directors shall make such arrangements as regards the finding of a purchasing member for any shares not accepted or claimed as aforesaid within the time so limited as they shall think just and reasonable.8.The auditor for the time being of the company shall on the application of the directors certify in writing the sum which, in his opinion, is the fair value, and such sum shall be deemed to be the fair value, and in so certifying the auditor shall be considered to be acting as an expert, and not as an arbitrator, and accordingly the Arbitration Act shall not apply.9.If in any case the proposing transferor, after having become bound as aforesaid, makes default in transferring the share, the company may receive the purchase money, and shall thereupon cause the name of the purchasing member to be entered in the register as the holder of the share, and shall hold the purchase money in trust for the said proposing transferor. The receipt of the company for the purchase money shall be a good discharge to the purchasing member, and after his name has been entered in the register, in purported exercise of the aforesaid power, the validity of the proceedings shall not be questioned by any person. The proposing transferor shall in such a case be bound to deliver up his certificate for the said shares, and on such delivery shall be entitled to receive the said purchase price, without interest, and if such certificate shall comprise any shares which he has not become bound to transfer as aforesaid the company shall issue to him a balance certificate for such shares.10.If the company shall not within the space of sixty days after being served with the transfer notice find a purchasing member and give notice in manner aforesaid the proposing transferor shall at any time within six months afterwards, be at liberty to sell and transfer the shares (or those not placed) to any person, and at any price.| Names, addresses and occupations of subscribers |
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Table B - Memorandum of association of a company limited by shares
1.The name of the company is _____________________________________ Limited.2.*The business which the company is authorized to carry on is restricted as follows—*The business which the company is authorized to carry on is unrestricted.3.The liability of the members is limited.4.The share capital of the company is ________________________________ Kwacha divided into shares as follows:
5.*The company is a public company.*The company is a private company and accordingly—(a)the number of members of the company (exclusive of persons who are bona fide in the employment of the company and persons who, having been, formerly bona fide in the employment of the company were while in that employment, and have continued after that employment to be, members of the company) is limited to fifty;
_______________________________________*Delete whichever is inappropriate. Here should be set out the description of each class of shares, the number of shares in each class and their nominal value, and the rigots, privileges, restrictions and conditions attaching to each class. A number smaller than fifty may be substituted. Where two or more persons hold shares jointly, they are to be treated as a single member.(b)the company is prohibited from making any invitation to the public to acquire any of its shares or debentures; and(c)the right to transfer shares in the company is restricted by its articles of association.§We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.Note: The provisions of this memorandum of association may only be altered to the extent and in the manner provided by section 8 of the Companies Act.| Full name | Residentialaddress | Postaladdress | Occupation | Number andclass ofshares taken | Signature |
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| __________________ | ________ | ________ | ________ | ________ | ___________ |
| __________________ | ________ | ________ | ________ | ________ | ___________ |
| __________________ | ________ | ________ | ________ | ________ | ___________ |
| __________________ | ________ | ________ | ________ | ________ | ___________ |
| __________________ | ________ | ________ | ________ | ________ | ___________ |
Table C - Memorandum and articles of association of a company limited by guarantee memorandum of association
1.The name of the company is: ____________________________________2.The objects for which the company is established are: ________________________________________3.The income and property of the company shall be applied solely towards the promotion of the objects of the company, and no portion thereof shall be paid or transferred directly or indirectly to the members of the company except as may be permitted by law.4.The liability of the members is limited.5.Each member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member for payment of debts and liabilities of the company and of the costs of winding up and for the adjustment of the rights of the members among themselves such amount as may be required not exceeding Kwacha.__________________________________________________§Any additional provisions should be set out here.6.If upon the winding-up or dissolution of the company there remains after the discharge of all its debts and liabilities any property of the company, such property shall not be distributed among the members but shall be transferred to some other company limited by guarantee having objects similar to the objects of the company or applied to some charitable object, such other company or charity to be determined by ordinary resolution of the members in general meeting prior to the dissolution of the company.*7.The company is a public company and proposes to be registered.
OR*8.The company is a private company and accordingly—(a)the number of members of the company (exclusive of persons who are bona fide in the employment of the company and of persons who having been formerly bonafide in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company) is limited to fifty;
and(b)the company is prohibited from making any invitation to the public to acquire any of its debentures.
________________________________*Delete whichever is inappropriate A number smaller than fifty may be substituted.
Any additional provisions should be set out here.Note: The provisions of this memorandum of association may only be altered to the extent and in the manner provided by section 8 of the Companies Act.We, the several persons whose names and addresses are subscribed, wish to be formed into a company limited by guarantee in pursuance of this memorandum of association.| Full name | Residentialaddress | Postaladdress | Occupation | Signature |
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Articles of Association
Interpretation
1.In these articles—"the Act" means the Companies Act (Cap. 46:03);"member" means an Ordinary Member;"the seal" means the common seal of the company;"secretary" means any person appointed to perform the duties of the secretary of the company.Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these articles become binding on the company.Ordinary members
2.The subscribers of these articles and such other persons as the board of directors shall admit to Ordinary Membership shall be members of the company. The members in general meeting may by ordinary resolution prescribe qualifications for membership of the company and unless the resolution otherwise, provides no person shall thereafter, be admitted to membership by the board of directors unless he has the prescribed qualifications.Associate members
3.The company in general meeting may resolve by ordinary resolution that the board of directors may admit such persons as the board shall think fit to Associate Membership of the company and may prescribe qualifications for such Associate Membership. Associate Members shall be permitted take part in such proceedings and functions of the company as the resolution shall prescribe or, in default of prescription, as the board of directors shall think fit, but shall not be members of the company in its corporate capacity and shall not have any vote on any resolution at any general meeting of the company, or be counted towards a quorum.Honorary membership
4.The company in general meeting may resolve by ordinary resolution that the board of directors may admit to Honorary Membership of the company any person, whether or not an Ordinary or Associate Member of the company, who in the opinion of the members has rendered signal service to the company or to any of the objects which the company is formed to promote. An Honorary Member, unless also admitted as an Ordinary Member of the company, shall have the same rights as an Associate Member, and if also admitted as an Ordinary Member shall have the same rights as an Ordinary Member, but shall not be liable to pay any subscription to the company.Resignation or exclusion of members
5.(a)Any Ordinary, Associate or Honorary Member may resign his membership by notice in writing to the board of directors.(b)The board of directors may in its discretion exclude from membership of the company any Ordinary or Associate Member—(i)if the subscription payable to the company by such Ordinary or Associate Member shall be unpaid six months after the same shall have become due and payable; or(ii)if in the opinion of the board of directors the. continued membership of such person would be detrimental to the interests of the company or to the furtherance of its objects.Subscriptions
6.Ordinary and Associate Members shall pay such annual subscriptions as the members in general meeting on the recommendation of the board of directors shall determine by ordinary resolution from time to time. The subscription shall be due and payable on admission to membership and thereafter on the first day of January in each year or on such other date as the resolution shall provide. The subscription may differ as between Ordinary and Associate Members and a different subscription may be prescribed in the case of bodies corporate admitted to membership or in the case of any person admitted to membership as representing any institution or unincorporated association.Meetings
7.The company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next:Provided that—(a)so long as the company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year; and(b)if all the members of the company entitled to attend and vote at any annual general meeting agree in writing that an annual general meeting shall be dispensed with in any year, it shall not be necessary to hold an annual general meeting that year.8.All general meetings other than annual general meetings shall be called extraordinary general meetings.9.The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on the requisition of members as provided by section 106 of the Act. If at any time there are not within Malawi sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.10.All general meetings shall be held in Malawi, at such times and places as the directors shall determine.Notice of general meetings
11.An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days notice in writing at the least, and a meeting of the company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall speedy the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may he prescribed by the company in general meeting, to such persons as are, under the Act or the articles of the company, entitled to receive such notices from the company:Provided that a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it is so agreed—(a)in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and(b)in the case of any other meeting by a majority in number of the member a having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the members.12.Notices of general, meetings shall be accompanied by any statements required to be circulated therewith on behalf of members in accordance with sections 117 and 118 of the Act.13.The accidental omission to give notice of a meeting to. or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.Proceedings at general meetings
14.All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, and the reports of the directors and auditors, the election of directors in the place of those retiring, the fixing of the remuneration of the directors and the appointment of, and the fixing of the remuneration of, the auditors.15.No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, two members present in person shall be a quorum.16.If within half an hour from the time appointed for the meeting a quorum ta not present, the meeting, if convened upon the requisition of members, shall be dissolved, in any other ease it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.17.The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present shall choose one of their number to be chairman of the meeting.18.The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment of or the business to be transacted at an adjourned meeting.19.At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded—(b)by at least three members present in person or by proxy; or(c)by any member or members present in person or by proxy and representing not less than one-twentieth of the total voting rights of all the members having the right to vote at the meeting.Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the company shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution.The demand for a poll may be withdrawn.20.Except as provided in article 22, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.21.In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.22.A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on aw other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.23.Subject to the provisions of the Act, a resolution in writing signed by all. the members for the time being entitled to receive notice of and to attend and vote at general meetings (or being bodies corporate by their duly authorized representatives) shall be a valid and effective as if it had been passed at a general meeting of the company duly convened and held.Votes of members
24.Every member shall have one vote.25.No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the company have been paid.26.On a poll votes may be given either personally or by proxy.27.The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a body corporate enter under senior under the hand of an officer or attorney duly authorized. A proxy need not be a member of the company.28.The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within Malawi as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting to adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.29.An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit—(Name of Company)*I/We ___________________________________, of ___________(address), ___________________ being a member/members of the above-named company, hereby appoint _________________ of _____________, or failing him ___________________________, of___________________ as *my/our proxy to vote for * me/us on * my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the company to be held on the_________ day of ___________ 19 ______________, and at any adjournment thereof.This form is to be used—* in favour of resolution no. _________________________________ ;against* in favour of resolution no. _________________________________ ;against* in favour of resolution no. _________________________________ ;againstUnless otherwise instructed, the proxy will vote as he thinks fit.Date _____________________________ Signed _______________________________*Strike out whichever is not desiredA proxy need not be a member of the company.30.The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.31.A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.Bodies corporate and unincorporated associations acting by representatives at meetings
32.Any body corporate or unincorporated association which is a member of the company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the company, and the person so authorized shall be entitled to exercise the same powers on behalf of the body corporate or unincorporated association which he represents as that body corporate or unincorporated association could exercise if it were an individual member of the company, and shall be deemed to be a member for the purpose of reckoning a quorum.Directors
33.The first directors shall be appointed in writing by the subscribers of the memorandum of association or a majority of them.34.The number of the directors, not being fewer than three, shall be determined by the subscribers of the memorandum of association or a majority of them or, failing such determination, shall be the number of directors appointed under the preceding article.35.The directors may be paid such travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee, of the directors or general meetings of the company or in connexion with the affairs of the company as the company in general meeting shall from time to time determine.Borrowing powers
36.The directors may exercise all the powers of the company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the company or of any third party.Powers and duties of directors
37.The affairs of the company shall be managed by the directors, who may pay all expenses incurred in registering, the company, and may exercise all such powers of the company as are not, by the Act or by these articles, required to be exercised by the company in general meeting, subject nevertheless to the provisions of the Act and these articles.38.The directors may from time to time and at any time by power of attorney, appoint any body corporate, firm or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these articles) and for such period and subject to such conditions as they may think fit, and any such Powers of attorney may contain such provisions^ the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.39.A director shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted; and a director so interested shall not be counted in the quorum required for that business.40.All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine.41.The directors shall cause minutes to be made in books provided for the purpose—(a)of all appointments of officers made by the directors;(b)of the names of the directors present at each meeting of the directors and of any committee of the directors;(c)of all resolutions and proceedings at all meetings of the company and of the directors, and of committees of directors.Disqualification of directors
42.The office of director shall be vacated if the director—(a)without the consent of the company in general meeting holds any office of profit under the company; or(b)becomes bankrupt or makes any arrangement or composition with his creditors generally; or(c)becomes prohibited or disqualified from being a director by reason of any order made by a competent court; or(d)becomes of unsound mind; or(e)resigns his office by notice in writing to the company; or(f)is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in manner required by section 150 of the Act.Rotation of directors
43.At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.44.The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring director shall be eligible for re-election.45.The company at the meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto and in default the retiring director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost.46.No person other than a director retiring at the meeting shall unless recommended by the directors be eligible for election to the office of director at any general meeting unless, not less than three nor more than twenty-one days before the date appointed for the meeting there shall have been left at the registered office of the company notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.47.The company may from time to time by ordinary resolution increase or reduce the number of directors and may also determine in what rotation the increased or reduced number is to go out of office.48.The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these articles. Any director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election, but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.49.The company may by ordinary resolution of which notice has been given in accordance with section 146 of the Act, remove any director before the expiration of his period of office, notwithstanding anything in these articles or in any agreement between the company and such director.50.The company may by ordinary resolution appoint another person in place of a director removed from office under the immediately preceding article. Without prejudice to the powers of the directors under article 48 the company in general meeting may appoint any person to be a director either to fill a casual vacancy or as an additional director The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director.Proceedings of directors
51.The directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. Subject to the provisions hereinafter contained regarding alternate directors, it shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Malawi.52.The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.53.The continuing directors may act notwithstanding any vacancy in then body, but, if and so long as their number is reduced below the number fixed by or pursuant to the articles of the company as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.54.The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.55.The directors may delegate any of their powers to committees consisting of such member or members of their body us they think fit: any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.56.A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.57.A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.58.All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.59.A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.Alternate directors
60.A director may, either generally or in respect of any period in which he is absent from Malawi or unable for any reason to act as a director, appoint another director, or any other person approved by a resolution of the board of directors, as an alternate director. Such appointment shall be in writing signed by the appointor and appointee and lodged with the company.61.Every alternate director so appointed shall during the currency of such appointment be deemed for all purposes to be a director and officer of the company and not the agent of his appointor, and shall be entitled to receive all notices of meetings and to attend, speak and vote at all meetings accordingly; but he shall not himself be entitled to appoint an alternate director.62.The company shall not be liable to pay additional remuneration by reason of the appointment of an alternate director.63.An alternate director who is himself a director shall have an additional vote for each director for whom he acts as alternate at every meeting of the directors.64.The appointment of an alternate director shall cease at the expiration of the period, if any, for which he was appointed, or if his appointor gives written notice to that effect to the company, or if his appointor ceases for any reason to be a director or if the alternate resigns by notice in writing to the company.65.Until the cessation of the appointment of an alternate director both the appointor and appointee shall be and may act as directors of the company, but no alternate, unless a director in his own right, shall attend or vote at any meeting of the directors or any committee of directors at which his appointor is present.Secretary and treasurer and officers
66.The directors shall appoint a secretary and may also appoint a treasurer and such other officers and agents as may be necessary or expedient. A person so appointed need not be a member of the company. Any person so appointed may be removed by the directors.67.A provision of the Act or these articles requiring or authorizing a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.Common seal
68.(1)This article applies if the company has a seal (the "common seal").(2)The common seal shall only be applied to a document if its use on that document has been authorised by a decision of the directors.(3)If the common seal is applied to a document, the document shall be—(a)signed by an authorised person; and(b)countersigned by another authorised person.(4)For the purposes of this article, an authorised person is—(a)any director of the company;(b)the company secretary, if any; or(c)any person authorised by the directors for the purpose of signing and countersigning documents to which the common seal is applied.Accounts
69.The directors shall cause proper accounting records to be kept with respect to—(a)all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;(b)all sales (except ordinary retail sales) and purchases of goods by the company; and(c)the assets and liabilities of the company.Proper accounting records shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the company s affairs and to explain its operations and transactions.70.The accounting records shall be kept at the. registered office of the company or subject to section 180 of the Act, at such other place or places as the directors think fit, and shall always be open to the inspection of any director.71.The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorized by the directors or by the company in general meeting.72.The directors shall from time to time in accordance with the Act, cause to be prepared and to be laid before the company in general meeting such income and expenditure accounts, balance sheets, group accounts (if any) and reports as are required by law.73.The directors shall, at some date not later than eighteen months after the incorporation of the company and subsequently once at least every calendar year at intervals of not more than fifteen months cause to be prepared and sent to every member of the company and to every holder of debentures of the company a copy of each of the following documents—(a)an income and expenditure account and balance sheet;(b)any report by the directors thereon; and(c)a report by the auditors:Provided that this article shall not require a copy of such documents to be sent to a member or debentureholder of whose address the company is unaware, but such person shall be entitled to be furnished on demand without charge with a copy of the last of such income and expenditure accounts and balance sheets and directors’ and auditors’ reports.74.Unless the holding of an annual general meeting is waived by the members in accordance with section 104 of the Act, the documents referred to in article 73 shall be laid before the company in general meeting.Audit
75.Auditors shall be appointed and their duties regulated in accordance with the Act.Notices
76.A notice may be given by the company to any member either personally, or by sending it by post to him or to his registered address, or (if he has no registered address within Malawi) to the address, if any, within Malawi supplied by him to the company for the giving of notice to him or by leaving it for him with some person apparently over the age of eighteen years at such address. Where a notice is sent by post, service of the notice shall be deemed to be effected by addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of seven days or, if it is sent to an address outside Malawi, fourteen days after the letter containing the same is posted.77.Notice of every general meeting shall be given in any manner hereinbefore authorized to—(a)every member except those members who (having no registered address within Malawi) have not supplied to the company an address within Malawi for the giving of notices to them;(b)every director of the company; and(c)the auditor for the time being of the company.No other person shall be entitled to receive notices of general meetings.| Names, addresses and occupations of subscribers |
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Second Schedule
Contents of annual return
1.The name of the company.2.The nature of the business or businesses of the company or, if the company is not carrying on a business, the nature of its objects.3.The address of the company’s registered office and the number of the Post Office Box of such registered office.4.The address of the company’s principal place of business in Malawi.5.All such particulars with respect of the persons who at the date of the return are the directors and secretary, of the company as are required by section 157 of the Act to be contained in the register of directors and secretary.6.If the company’s register of members is kept and maintained elsewhere than at the registered office of the company, the address at which it is kept.7.If the company maintains a register of debentureholders, elsewhere than at the registered office of the company, the address at which it is kept.8.Particulars of the total, amount of the indebtedness of the company in respect of all charges which are required to be registered with the registrar pursuant to Part V of the Act.9.The names, countries of incorporation and nature of the businesses of all subsidiaries of the company and of all bodies corporate in which the company is beneficially entitled to equity shares conferring the right to exercise more than 25 per cent of the votes exercisable at a general meeting of the body corporate:Provided that the information required by this paragraph need not be given if, and to the extent that, such information would conflict with any direction given by the Minister under section 189 of the Act.10.If the company has shares—(a)the amount of the share capital of the company and the number of shares into which it is divided;(b)the number of its authorized shares of each class;(c)the number of its issued shares of each class;(d)the total amount of any unpaid instalments or calls which are due and payable and the number and class of shares concerned;(e)the total amount of any unpaid liability, on shares of each class, which is not yet due for payment;(f)the total number of shares forfeited; and(g)the total amount of share capital for which share warrants are outstanding at the date, of the return and of share warrants issued and surrendered respectively since the date of the last return, and the number of shares comprised in each warrant.11.A list—(a)containing the names and addresses of all persons who, on the date of the company’s annual general meeting for the year, are members of the company and of persons who have ceased to be members since the date of the last return or, in the case of the first return, since the incorporation of the company;(b)stating the number of shares held by each of the existing members at the date of the return, specifying shares transferred since the date of the last return (or, in the case of the first return, since the incorporation of the company) by persons who are still members and have ceased to be members respectively and the dates of registration of the transfers; and(c)if the names aforesaid are not arranged in alphabetical order, having annexed thereto an index sufficient to enable the name of any person therein to be easily found.Third Schedule
Accounts
Preliminary
1.The accounts shall give a true and fair view of the state of affairs and operations and results thereof of the company, together with any material matters not specifically described by the Act ort his Schedule which have affected or are likely to affect the business of the company, both by way of figures and by narrative report complementing and explaining where necessary figures in financial statements.2.This Schedule has effect in addition to the requirements of the Act.3.A company may in addition to matters expressly permitted by this Schedule, give any information required by this Schedule to be stated in a balance sheet or profit and loss account, in the form of a note or annexure thereto if such presentation would be more effective or convenient. Nothing in this Schedule shall require this disclosure of items that are not material.Interpretation
4.(1)For the purposes of this Schedule, unless the context otherwise indicates—"distributable reserve", means subject to subparagraph (2) of this paragraph, any amount which has been carried to reserves and which may, in accordance with generally acceptable accounting practice and legal principles, be treated as income and distributed by way of dividend, and does not include any amount retained by way of providing for any known liability; and non-distributable reserve shall be construed accordingly;"listed investment" means an investment in regard to which permission has been granted to deal therein on any stock exchange of repute; and "unlisted investment" shall be construed accordingly;"provision" means subject to subparagraph (2) of this paragraph, any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability including the liability for income or any other tax, the amount of which cannot be determined with substantial accuracy;(2)Where—(a)any amount written off or retained by way of provision for depreciation, renewals or diminution in value of assets; or(b)any amount retained by way of provision for any known liability, is in excess of that which in the opinion of the directors and the auditor is reasonably necessary for the purpose, the excess shall be treated for the purposes of this Schedule as preserve and not as a provision, and, if, contrary to the opinion of the directors, the auditor considers that an amount should be treated as a reserve, he shall report specifically on the subject to the shareholders.Part I
A – Balance sheet
Share capital and shares
5.There shall be stated—(a)the authorized and issued share capital;(b)the classes of shares, and their respective number and nominal value, into which the authorized share capital is divided;(c)the number of the issued shares and the amount of the issued share capital in respect of each class of shares;(d)the amount of the share premium account;(e)in respect of redeemable preference shares, the earliest and latest dates on which the company has power to redeem them, whether they must be redeemed in any event or are liable to be redeemed at the option of the company, and the premium, if any, payable on redemption; and(f)in respect of preference shares or other shares or liabilities convertible into ordinary shares, the conditions of conversion, rights of conversion or a note where these conditions may be inspected.Reserves and provisions
6.The respective aggregate amounts if material, of reserves and provisions (other than provisions for depreciation, or diminution in value of assets) shall be stated under separate headings and subheadings indicating the types of reserves and provisions.7.In respect of the financial year concerned there shall be stated (unless it is shown in the profit and loss account or a statement or report annexed thereto, or the amount involved is not material)—(a)the source of and the amount of any transfers to reserves and aforesaid provisions; and(b)the amount and the application of any transfer from reserves and aforesaid provisions.Liabilities
Debentures
8.There shall be stated—(a)the amount and classes of debentures issued and, if convertible into shares, the conditions of conversion and the dates on which debentures may, or shall, be redeemed, or a note where these conditions may be inspected;(b)where any of the company's debentures are held by a nominee of, or trustee for, the company, the nominal amount of the debentures and the amount at which they are stated in the books of the company; and(c)particulars of any redeemed debentures which the company has power to re—issue.General
9.The liabilities shall be summarized with such particulars as are necessary to disclose their general nature and shall be classified under headings and subheadings appropriate to the company’s business (including a statement of current liabilities) and where the amount of any class of liability is not material, it may be included under the same heading as some other class.Overdrafts, loans and dividends
10.There shall be shown under separate headings—(a)the aggregate amount of bank borrowings and overdrafts;(b)the amounts of loans made to the company, where the date of repayment of the loan is more than one year after the accounting date, the rates of interest in respect thereof, the respective dates of repayment and, if repayable in instalments, the amounts thereof (the matters prescribed in this subparagraph may, if desired, be stated by way of a note); and(c)the aggregate amount which has been declared or is recommended for distribution by way of dividend.Secured liabilities
11.Where any liability of the company is secured over any assets of the company, otherwise than by operation of law, that fact shall be stated, specifying the liability and the assets over which it is secured, and the amount at which such assets are shown in the balance sheet.Indebtedness to companies in group
12.There shall be shown under separate headings—(a)the amount of indebtedness (whether on account of loan or otherwise) to each of the company’s subsidiaries; and(b)the amount of the company’s indebtedness to every other group body corporate, distinguishing between indebtedness in respect of debentures and otherwise.Assets
General
13.The assets shall be summarized with such particulars as are necessary to disclose their general nature and shall be classified under headings and subheadings appropriate to the company’s business and, where the amount of any class of assets is not material, it may be included under the same heading as some other class.14.Fixed assets, current assets and assets that are neither fixed nor current shall be separately identified.Fixed assets
15.The method or methods used to arrive at the amount of the fixed assets and the assets which are neither fixed nor current, under each heading, shall be stated.16.(1)The method of arriving at the amount of any fixed asset (and asset neither fixed nor current) shall, subject to subparagraph (2), be to take the difference between—(a)its cost, or if it stands in the company’s books at a valuation, the amount of the valuation; and(b)the aggregate, amount provided or written off since the date of acquisition or valuation, as the case may be, for depreciation or diminution of value.(2)Subparagraph (1) shall not apply—(a)to any listed and unlisted investments;(b)to interests of the company in its subsidiaries; or(c)to goodwill, patents or trade marks.(3)In respect of the assets under each heading whose amount is arrived at in accordance with subparagraph (1) of this paragraph, there shall be shown—(a)the aggregate of the amounts referred to in paragraph (a) of that subparagraph; and(b)the aggregate of the amounts referred to in paragraph (b) thereof.(4)As regards any land and buildings which are fixed assets, there shall also be stated—(a)a description of such land and buildings and the situation thereof, distinguishing between land owned absolutely and land owned for a term of years or other period;(b)the date of their acquisition by the company;(c)their purchase price; and(d)the costs of additions or improvements since the date of acquisition or valuation, which costs shall be analysed to indicate the years in which the additions and improvements to buildings were carried out:Provided that a company may include information in a schedule or register and shall in that event state in the balance sheet that the said schedule or register shall be open for inspection by members or their duly authorized agents at the registered office of the company. The provisions of section 129 of the Act shall apply to the inspection of the said schedule or register; and such schedule or register shall be deemed to be part of the company’s accounting records.(5)As regards any fixed assets referred to in subparagraph (4), the amount of which is arrived at by reference to a valuation, the provisions of subparagraphs (b) and (c) thereof shall not apply, but there shall be stated the years in which the assets, were severally valued and the several values and, in the case of assets that have been valued during the financial year concerned, the names and qualifications of the persons who valued them and the basis of valuation used by them:Provided that where there are more than five different items of land and buildings which have over the years been severally valued, a company may, if it considers that compliance with this subparagraph would be inconvenient or cumbersome, include the information in a schedule or register and shall in that event state in the balance sheet that the said schedule or register shall be open for inspection by members or their duly authorized agents at the registered office of the company. The provisions of section 129 of the Act shall apply to the inspection of the said schedule or register.Interests in subsidiaries
17.The amount of interests of the company, if a holding company, consisting of shares of or amounts owing (whether on account of loan or otherwise) by, its subsidiaries, distinguishing shares from indebtedness, shall be set out in the balance sheet separately from the other assets of the company.Indebtedness of holding company and other associated bodies corporate
18.The amount of the indebtedness to the company of all holding companies and other group bodies corporate, shall be set out, distinguishing between indebtedness in respect of debentures and otherwise.Loans to employees and other persons
19.The aggregate amounts of any outstanding loans under sections 72 and 151 of the Act shall be shown under separate, headings, in the case of loans to persons who are, or at any time during the currency of the loan have been, directors, the amount outstanding from each such person shall be separately shown.Goodwill, patents and trade marks
20.(1)If the amount of the goodwill and of any patents and trade marks or part of that amount is shown as a separate item in, or is otherwise ascertainable from the accounting records, or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents, in the possession of the company the said amount so shown or ascertainable so far as it is not written off, or, as the case may be, the said amount so far as it is so shown or ascertainable, shall be stated as a separate item.(2)Nothing in the preceding subparagraph shall be taken as requiting the amount of the goodwill, patents and trade marks to be stated otherwise than as a single item.Investments
21.(1)There shall be shown under separate headings the aggregate amounts respectively of the company’s listed and unlisted investments, not being interests in subsidiaries dealt with in group annual accounts.(2)There shall be shown—(a)in respect of the company's listed investments, the aggregate market value where it differs from the amount of the investments as stated; and(b)in respect of the company’s unlisted investments, and unless they are dealt with under paragraph 22, the aggregate of the directors valuation of such investments.22.Where no directors’ valuation as prescribed by paragrap 21(2)(b) is shown, the following information shall be stated in a note or statement to be annexed to the balance sheet—(a)the aggregate amount of the company’s income for the financial year concerned that is ascribable to the investments;(b)the amounts of the company's share, before and after taxation, of the net aggregate profits of the companies of which shares are held (and the extent by which such profits have been affected by abnormal items), being profits for several financial years or other accounting periods in respect of which they have issued annual accounts during the company’s financial year concerned, after deducting those companies’ losses for those periods (or vice versa);(c)the amount of the company’s share of the aggregate of the share capital, distributable and non-distributable reserves and undistributed profits accumulated by the companies of which shares are held since the dates when the investments were acquired, after deducting the losses accumulated by them since that time (or vice versa); and(d)the manner in which any losses have been dealt with in the company’s accounts.23.There shall be shown in the balance sheet or in an annexure thereto, except in the case where the aggregate amount of the interest of the company consisting of shares, or amounts owing (whether on account of loan or otherwise to another company) is not material, the names of all companies (excluding subsidiary companies) of which the company beneficially owns shares and in each case either the number of shares so held or the percentage of the amount of such shares in the aggregate amount of the listed or unlisted investments. Where a percentage is so given there shall be a statement as to whether this is a percentage of the aggregate book value, market value or directors’ valuation, as the case may be.24.Where the proceeds or any part of the profit made on the realization of any investments is applied to write down the amount of the remaining investments, that fact and the amount so applied shall be stated in the balance sheet:Provided that the requirements of this paragraph shall not apply in respect of the proceeds or profits on the realization of investments dealt with under paragraph 36(a).Current assets
25.(1)For the purposes of this paragraph, "stock" means any property, whether corporeal or incorporeal, which the company buys, or manufactures, or processes or develops for sale or sells in the ordinary course of its business.(2)The amount of stock shall be shown as a separate item and, where the amount of stock and work in progress is material in relation to either the trading results or the financial position, it shall be classified under appropriate subheadings which shall include, where applicable—(a)raw materials (including component parts);(c)merchandise which shall include any form of stock not mentioned in subparagraph (1) and which may itself be shown under appropriate subheadings;(d)consumable stores (including maintenance spares);(e)work in progress (including standing crops); and(f)contracts in progress:Provided that where the directors are of the opinion that classification into some or all of the categories referred to would result in failure to present a fair view, then the classification should be reduced to those categories where a fair view would be obtained and the reasons given for not indicating all categories.(3)In regard to the method of determining the value of stock, there shall be stated—(a)whether it is consistent with the method of the previous year;(b)whether it is the lower of cost or net realizable or replacement value or same other expressly specified value or values;(c)the accounting basis which has been used in determining the value of stock on hand. Where several different bases of determining the value of stock have been used and, in the opinion of the directors, a statement of all the bases used would be of little value to the shareholders, an intelligible summary of the bases used must be stated;(d)whether the value includes both direct costs and overheads; and(e)in the case of spares held for maintenance purposes, the method of providing for obsolescence employed.(4)There shall be stated any additional information required fairly to present the value of the stock including in the case of contracts in progress, whether profits or losses have been taken into account and, if so, to what extent.(5)If in the opinion of the directors any of the current assets have not a value on reaction in the ordinary course of the company’s business at least equal to the amount at which they are stated the fact that the directors are of that opinion and the extent of the estimated shortfall shall be stated.Preliminary expenses, commissions and discounts
26.There shall be stated under separate subheadings so far as they are not written off—(a)the preliminary expenses;(b)any expenses incurred in connexion with any issue of shares or debentures;(c)any sums paid by way of commission in respect of any shares or debentures; and(d)any sums allowed by way of discount in respect of any debentures.Corresponding amounts of preceding year
27.Except in the case of the first balance sheet, the corresponding amounts at the end of the immediately preceding financial year in respect of all items shown in the balance sheet shall be stated.Notes to balance sheet
28.The matters stated in paragraphs 29 to 35, inclusive, shall be stated by way of note or in a statement or report annexed to the balance sheet, if not otherwise shown.Shares or debentures held by subsidiary or nominee
29.There shall be stated the number, description and amount of the shares and debentures of the company held by its subsidiaries or their nominees, but excluding any such shares or debentures which a subsidiary holds in a representative capacity or as a trustee under a trust in which neither the company nor any subsidiary thereof is beneficially interested otherwise than by way of security for the purposes of a transaction entered into by it in the ordinary course of business which includes the lending of money.Options and preferential rights to shares
30.The number, description and amount of any shares of the company which person has an option to subscribe for or in respect of which any person has any preferential right of subscription, shall be stated together with the following particulars—(a)the period during which the option or right is exercisable; and(b)the price, or the formula for fixing the price, to be paid for shares subscribed for under it.Directors’ authority to issue shares
31.The amount of any share capital or the number of shares which the directors are authorized to issue by resolution of the shareholders, the terms of such authority and the period for which it was granted, shall be stated.Arrear dividends
32.The amount of any a treats of fixed cumulative dividends on each class of the company's shares and the period for which the dividends are in arrear, shall be stated.Contingent liabilities
33.(1)Particulars of any encumbrance on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured, shall be stated.(2)The general nature of any other contingent liabilities not provided for and, where practicable, the aggregate or estimated amount of those liabilities, if it is material, shall be stated.Contracts for capital expenditure
34.Where practicable the aggregate amount or estimated amount if it is material, of contracts for capital expenditure, not otherwise provided for and the aggregate amount or estimated amount, if it is material, of capital expenditure authorized by the directors which has not been contracted for, shall be stated. There shall also be stated the source from which funds to meet such expenditure will be provided.Basis of conversion of foreign currency
35.The basis on which foreign currencies have been converted into Malawian currency, where the amount of the assets or liabilities affected is material, shall be stated.B – Profit and loss account
36.(1)There shall be shown separately—(a)profits or losses on share transactions, showing the application of profits or part thereof to write down the amount of the remaining investments, if not already dealt with under paragraph 24;(b)the amount of income from investments, distinguishing between listed and unlisted investments;(c)the aggregate amount of income from group bodies corporate, stating whether dividends, interest, fees or other specified income;(d)the aggregate amount of the dividends paid and proposed and if such dividends are provided partly or wholly from capital profits, a statement to that effect;(e)the aggregate amount of profits and losses on the realization, scrapping or other disposal of non-trading, fixed and other non-current assets;(f)the amount charged to revenue by way of provisions (other than provisions for diminution in values of current assets, unless material to the understanding of the accounts) specifying the nature of each provision or the amount withdrawn from such provisions and not applied for the purpose thereof;(g)the amount provided for taxation (specifying, where material, the origin and different classes of taxes) in respect of the financial year concerned and the amount, if any, so provided in respect of any other financial year;(h)the amounts respectively set aside for redemption of shares and of loans;(i)the amount, if material, set aside or proposed to be set aside to, or withdrawn from, reserves;(j)the amount, if materials, of any credit or charge arising in consequence of an event in a preceding financial year;(k)the amount of interest (or other consideration) on any loans, including debentures and bank overdrafts made to the company;(l)the amount paid by way of leasing charges for the use of any asset other than immoveable property, which, if owned by the company, would have been subject to a charge for depreciation;(m)the respective amounts paid as remuneration for managerial, technical, administrative or secretarial services, however described, other than to the bona fide employees of the company; and(n)the amount of the remuneration of the auditor, distinguishing between the fee for the audit, the fee for other services and his expenses.(2)Nothing in paragraph (1) shall require the separate listing of any item that is not material.37.(1)There shall be shown separately the following information insofar as it is contained in the company’s books or the company has obtained the information from the persons concerned or has the right to obtain it—(a)the aggregate amount of the directors’ emoluments;(b)the aggregate amount of directors’ or past directors’ pensions; and(c)the aggregate amount of any compensation to directors or past directors in respect of loss of office.(2)The amount to be shown under subparagraph (1) (a) shall include fees, salaries and percentages, expense allowances, contributions paid under any pension scheme, and the estimated value of benefits in kind (except benefits of such character and value as are customarily afforded to employees others than directors) paid to or receivable by any director in respect of his services as an officer of the company or any group body corporate.(3)The amount to be shown under subparagraph (1) (b) shall include any pension paid or receivable in respect of services as a director or past director of the company, or in respect of services, while a director of the company, in connexion with the management, or as an officer, of the company or any group company, whether that pension is paid to or receivable by the director or past director or any other person:Provided that it shall not be necessary to include a pension paid or receivable under a pension scheme which is such that the contributions thereunder are substantially adequate for the maintenance of the scheme.(4)The amount to be shown under subparagraph (1)(c) shall include any sums paid to or receivable by a director or past director by way of compensation for the loss of office as director of the company or for the loss, while a director of the company or in connexion with his ceasing to be a director of the company, of any other office in the company or of any office in any group body corporate; and any sum and the value of any other valuable consideration paid or receivable, in connexion with retirement from office or as damages for breach of a contract of service shall be deemed to be paid or receivable by way of compensation for loss of office.(5)The amounts to be shown under subparagraph (1) shall include all relevant sums paid by or receivable from the company or any other person.(6)The amounts to he shown under this paragraph for any financial year shall be the sums receivable in respect of that year whenever paid or, in the case of sums not receivable in respect of a period, the sums paid during that year:Provided that any sums paid in advance of the financial year to which they are expressed to relate shall be shown in the accounts for the financial year in which they are paid.(7)Where it is necessary so to do for the purpose of making any distinction required by this paragraph, the directors may apportion, in such manner as they think appropriate, any payments between the matters in respect of which they have been paid or are receivable.38.(1)There shall be shown—(a)the aggregate amount of the turnover for the financial year concerned; or(b)the increase or decrease of the aggregate turnover for the financial year concerned expressed as a percentage of the aggregate turnover for the preceding financial year:Provided that where by virtue of the nature of the business of the company there could be doubt as to what is meant by turnover, there should be indicated (by way of note) upon what basis turnover has been determined.(2)The method employed to determine the amount of turnover shall be stated and, if a method different to that employed in the preceding financial year is used, that fact shall be stated.39.Except in the case of the first profit and loss account, the corresponding amount for the immediately preceding financial year for all items shown in the profit and loss account shall be stated.Notes to the profit and loss account
40.The matters referred to in paragraphs 41 and 42 shall be stated by way of a note, if not otherwise shown.41.If provision for depreciation, replacement or the diminution in value of fixed assets is made by some method other than a depreciation charge or provision for renewals or diminution in value or is not provided for, the method by which it is provided for or the fact that it is not provided for, shall be stated. If any of the items are shown net of income or any other tax, that fact shall be stated.42.There shall be stated any material respects in which any items included in the profit and loss account (stating in each case the amount involved) are affected by—(a)transactions of a sort not usually undertaken by the company or otherwise by circumstances of an exceptional or non-recurrent nature;(b)any change in the basis of accounting; or(c)any change in the methods for the determination of the amount of any assets.C – Statement of source and application of funds
43.There shall be annexed to the balance sheet or separately contained therein a statement showing the sources and the application of any fund received and applied during the financial year specifying at least—(1)funds derived from—(a)net income (before deduction of taxes, dividends paid and proposed, and internal provisions and retentions);(b)the disposal of specified fixed and other non-current assets;(c)the proceeds of loans raised and debentures issued;(d)the proceeds of shares issued;(e)repayments received on loans and advances made; and(f)any reduction in net working capital (being current assets less current liabilities).(2)funds applied to—(b)the acquisition of specified fixed and other non-current assets;(c)the redemption of any loans and debentures;(d)loans and advances made and the purposes for which made;(f)dividends paid and proposed; and(g)any increase in net working capital (being current assets less current liabilities).Part II – Group annual accounts
Preliminary
44.The provisions contained in paragraphs 45 to 48, inclusive, shall apply to all forms of group annual accounts and shall also apply in respect of the requirements of paragraphs 54 to 57, inclusive, in relation to subsidiaries not dealt with in group annual accounts.45.Any material profit or loss arising from transactions within the group (other than bona fide arms’ length transactions) insofar as those profits or losses may not have been realized or incurred in respect of a transaction with a person or body corporate outside the group, shall be excluded in determining the total group profit or loss, or the interest of the holding company in the profit or loss of any subsidiary.46.Inter-group balances, where shown, shall be excluded in determining the total assets and liabilities of the group.47.(1)Dividends declared by a subsidiary out of profits accrued prior to the date on which it became a subsidiary of the holding company, being, pre-acquisition profits so far as they are material treasonably ascertainable, shall not, in the hands of that holding company, form part of its profits available for distribution by way of dividends unless—(a)such holding company is itself the subsidiary of another body corporate incorporated or registered in Malawi;(b)the shares of the subsidiary were acquired from that other body corporate or a subsidiary of it; and(c)the profits out of which the dividend is declared accrued after the company became a subsidiary of that other body corporate or of a subsidiary of it.(2)For to purpose of establishing whether any profit accrued prior to the acquisition of the shares of the subsidiary, the profit or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reference to the facts, be treated as if it accrued from day to day during that year and be apportioned accordingly.48.There shall be stated ant qualifications contained in the report of the auditors of the subsidiaries on their annual financial statements and any note or saving contained in those financial statements to call attention to the matter which, apart from the note or saving, would properly have been referred to in such a qualification, note or saving, insofar as the matter which is the subject of the qualification is not covered by the holding company’s own accounts or the annual group accounts and is material from the point of view of its members.Group annual accounts in the form of consolidated accounts
49.Subject to the provisions of paragraphs 50 to 52, inclusive, the consolidated balance sheet and the consolidated profit and loss account shall combine the information contained in the separate balance sheets and profit and loss accounts of the holding company and of the subsidiaries dealt with in such consolidated accounts, but with such appropriate adjustment as may be necessary to give a true and fair view of the state of affairs as at the end of the financial year and the results of the operations during the financial year, of the group of companies.50.Subject as aforesaid, the consolidated accounts shall, in giving the said information, comply, so far as practicable, with the requirements of this Act and this Schedule as if they were the accounts of an actual company.51.Section 188 of the Act (concerning the disclosure of directors' remuneration) shall not, by virtue of the requirements of paragraphs 49 and 50, apply for the purposes of consolidated financial statements.52.In relation to any subsidiaries of the holding company not dealt with in the consolidated accounts—(a)paragraph 12 (concerning indebtedness to bodies corporate in the group), paragraph 17 (concerning interests in subsidiaries), paragraph 18 (concerning indebtedness of holding company and other group bodies corporate) and paragraph 29 (concerning shares or debentures held by subsidiaries), shall apply for the purposes of such consolidated accounts as if those accounts were the accounts of an actual company of which they were the subsidiaries; and(b)there shall be annexed the information required by paragraphs 54 to 57, inclusive, in respect of subsidiaries not dealt with in group annual accounts, but as if reference therein to the holding company’s annual accounts were reference to the consolidated accounts.Group annual accounts in a form other than consolidated accounts
53.Where group annual accounts are prepared in a form other than consolidated accounts they shall, as far as practicable, presents same or equivalent information concerning the state of affairs and the results of the operations of the group as would be contained in the consolidated accounts, including the aggregate amounts of—(a)the excess (if any) of the cost of the shares of the subsidiaries in the group over the net asset value of such shares at the date of acquisition and the non-distributable reserve (if any) arising in consequence of the excess of the net value of the assets at the date of acquisition over the cost of the shares of the subsidiaries:Provided that non-distributable reserves arising on the acquisition of shares in a subsidiary may be set off against any excess of cost of shares of other subsidiaries over the net asset value of such shares;(b)the holding company’s shares of the non-distributable reserves of subsidiaries;(c)the interest of outside shareholders, being shareholders other than the holding company and its subsidiaries or their nominees, in the subsidiaries in the group;(d)the interest of the holding company, insofar as it has been disclosed in the annual group accounts, in—(i)the accumulated revenue profits or losses accumulated distributable reserves of subsidiaries for the period after the dates on which they respectively became subsidiaries to the end of the preceding financial year; and(ii)the revenue profits or losses of subsidiaries for the financial year.Requirements in respect of subsidiaries not dealt with in group annual accounts
54.Where a subsidiary is not dealt with in group annual accounts pursuant to section 185 of the Act and the interest in such subsidiary is material in relation to the financial position or the results of the holding company there shall be included in the annual accounts of the holding company the information required to be stated in terms of paragraphs 55 to 57, inclusive, and if any such information is not obtainable, the reason therefor shall be stated.55.The reasons shall be stated why the subsidiaries or any of them are not dealt with in annual group accounts.56.In regard to the shareholders’ equity, liabilities and assets of the subsidiaries not dealt with in annual group accounts there shall be stated the aggregate amounts of—(a)the cost of the holding company’s investment in shares of subsidiaries;(b)the excess (if any) of the cost of the shares of the subsidiaries over the net asset value of such shares at the date of acquisition, and the non-distributable reserve (if any) arising inconsequence of the excess of the net value of the assets at the date of acquisition over the cost of the shares of subsidiaries:Provided that non-distributable reserves arising on the acquisition of shares in a subsidiary may be set off against any excess of cost of shares of other subsidiaries over the net value of such shares;(c)the holding company’s shares of the non-distributable reserves of subsidiaries;(d)the interest of outside shareholders, being shareholders other than the holding company and its subsidiaries or their nominees, in the subsidiaries;(e)long-term loans owing by bodies corporate in the group;(h)goodwill, if any shown in the books of the subsidiaries in so far as it has not already been absorbed in the calculation referred to in subparagraph (b); and(i)separately stated assets not included in subparagraphs (f), (g) and (h).57.In regard to revenue profits or losses and distributable reserves of the subsidiaries not dealt with in annual group accounts, there shall be stated the aggregate interest of the holding company in—(a)the accumulated revenue profits or losses and accumulated distributable reserves of subsidiaries for the period from the dates on which they respectively become subsidiaries to the end of the preceding financial year;(b)the revenue profits or losses and distributable reserves attributable to any shares of subsidiaries disposed of during the financial year;(c)the revenue profits or losses of subsidiaries for the financial year;(d)dividends paid or declared by subsidiaries during the financial year; and(e)the revenue profits or losses and distributable reserves at the end of the financial year not dealt with in the annual accounts of the holding company.Fourth Schedule
Matters to be stated in auditors’ report
1.Whether, in their opinion, the company’s balance sheet and profit and loss account and (if it is a holding company submitting group accounts) the group accounts have been properly prepared in accordance with the provisions of this Act and whether in their opinion a true and fair view is given—(a)in the case of the balance sheet, of the state of the company’s affairs as at the end of its financial year;(b)in the case of the profit and loss account (if it is not framed as a consolidated profit and loss account), of the company’s profit or loss for its financial year;(c)in the case of a group accounts submitted by a holding company, of the state of affairs and profit or loss of the company and its subsidiaries dealt with thereby, so far as concerns members of the company.2.If they are of opinion that proper accounting records have not been kept by the company or that proper returns adequate for their audit have not been received from branches not visited by them or if the balance sheet and (unless it is framed as a consolidated profit and loss account) the profit and loss account are not in agreement with the accounting records and returns, they shall state the fact in their report.3.If they fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state the fact in their report.Fifth Schedule
Prospectus
(Contents of prospectus)
The prospectus shall state at its head:A copy of this prospectus has been delivered to the Registrar of Companies for registration. The registrar has not checked and will not check the accuracy of any statements made and accepts no responsibility therefore or for the financial soundness of the company or the value of the securities concerned.Part I – Matters to be specified
1.The full name of the company.2.A full description of the securities which the public are being invited to acquire, and of the terms on which they are being invited to acquire them, including—(a)the date prior to the expiration of which applications will not be accepted or treated as binding;(b)if securities are being offered for subscription or purchase, the total amount payable for each share or debenture and the amount thereof payable on application and allotment; and(c)the policy which will be adopted if applications exceed the shares or debentures on offer.Where the securities are unsecured debentures they shall be described as "unsecured".3.Whether application has been or is being made to a stock exchange for permission to deal in the securities concerned.4.If so, the name of the stock exchange.5.If not a statement that there will not be a market for the securities and that any holder wishing to dispose of his securities may be unable to do so.6.The full name (including any former or other names), residential and postal address and business occupation of every person making the invitation, if other than the company.7.The situation of the company’s registered office, and its postal address.8.The full name (including any former or other names), residential and postal address and business occupation of every director or proposed director and of the secretary or proposed secretary of the company, and particulars of all other directorships held by each director or proposed director.9.The names, addresses and professional qualifications of the company’s auditors.10.The name and address of any underwriter of the invitation.11.The names and addresses of the company’s bankers, stockbrokers and legal practitioners.12.If the invitation relates to debentures, the names and addresses of any trustees for debentureholders, the date of the resolutions creating the debentures, and short particulars of the security therefor or, if the debentures are unsecured, a statement to that effect.13.The nature of the business or businesses of the company or, if the company has no business, its principal objects.14.The restrictions, if any, upon the business of the company contained in the memorandum of association.15.A brief summary of the history of the company.16.(a)The names, countries of incorporation, and nature of the businesses of all subsidiaries of the company and of all bodies corporate in winch the company is beneficially entitled to equity shares conferring the right to exercise more than 25 per cent of the votes exercisable at a general meeting of the body corporate.(b)If the company is a subsidiary, the name, country of incorporation and nature of the business of the holding company and the number of shares in each class of the company held by the holding company.17.Where the company is proposing to acquire securities in any body corporate (hereinafter in this Schedule called a "proposed subsidiary") which, by reason of the acquisition or anything to be done in consequence thereof or in connexion therewith, will become a subsidiary of the company, the name, country of incorporation, and nature of the business of that proposed subsidiary.18.Where the company is proposing to acquire a business, a full description of the nature of that business.19.The situation, area, and tenure (including, where appropriate, the rent and unexpired term of any lease or concession) of the main places of business of the company and its subsidiaries and proposed subsidiaries.20.A statement as to (a) the financial and trading prospects of the company together with any material information which may be relevant thereto, and (b) any material changes in the financial or trading position of the company which may have occurred since the end of the last completed financial year of the company.21.A statement the directors of the company that in their opinion the company s working capital is sufficient or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary.22.The amount or estimated amount of the expenses incidental and preliminary to the invitation (including the expenses of any application to a stock exchange for permission to deal in the securities concerned in the invitation) and by whom such expenses are payable.23.Particulars of any commissions paid within the two preceding years, or payable, as commission for acquiring any shares or debentures of the company or of any of its subsidiaries and proposed subsidiaries.24.Where the company is inviting or under section 166 of the Act is deemed to be inviting, the public to subscribe for any of its shares or debentures—(a)a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are to be applied;(b)the minimum amount which in the opinion of the computes directors must ho raised by the issue in order to provide the sums. or. if part thereof is to be defrayed in any other manner, the balance of, the sums, required to be provided in respect of each of the following matters—(i)the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;(ii)any expenses incidental and preliminary to the invitation and issue(including the expenses of any application to a stock exchange for permission to deal in the shares or debentures) payable by the company and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares or debentures of the company;(iii)the repayment of any moneys borrowed by the company in respect of any of the foregoing matters; and(c)the amounts to be provided in respect of the matters stated in subparagraph (b) otherwise than out of the proceeds of the issue and the sources out of which these amounts are to be provided.25.Where a person other than the company is inviting the public to purchase any shares or debentures of the company (whether or not, under section 166 of the Act, the invitation is also deemed to be made by the company)—(a)if such shares or debentures were issued by the company for cash, a statement of the price per share or debenture at which those shares or debentures were issued, and of the total net proceeds of the issue;(b)if such shares or debentures were issued by the company for a consideration other than cash, a statement of the nature of the consideration and an estimate by the directors of its fair value and of the price per share or debenture which it represents;(c)if the person making the invitation did not acquire the shares or debentures directly from the company on their issue—(i)if he purchased them for cash, a statement of the price per share or debenture at which he purchased them (or if purchased over a period of time at different prices, the lowest and highest prices) and the total purchase price paid by him; and(ii)if he acquired them for a considerate, other than cash, a statement of the nature of the consideration and an estimate by him of its fair value and of the price per share or debenture which it represents.26.The authorized capital of the company and the number and description of the company s authorized shares of each class and issued shares of each class.27.The amount paid on the issued shares of each class (a) in cash, (b) otherwise than in cash.28.The amount, if any, remaining payable on the shares of each class previously issued, distinguishing between the amount presently due for payment and the amount not yet due for payment.29.The number of unissued shares of each class agreed to be issued and the amount payable therefore, distinguishing between the amount payable in cash and the amount payable otherwise than in cash.30.If the company’s shares are divided into different classes, the rights in respect of voting. repayment., and dividends and other special rights attached to the several classes and a statement as to the consents necessary for the variation of such rights.31.The amounts of the dividends (if any) per share paid by the company in respect of each class of shares in each of the ten completed financial years of the company immediately preceding the date of publication of the prospectus, or in respect of each of the financial years since the incorporation of the company if this occurred less than five years before such publication, and particulars of any cases in which no dividends have been paid in respect of any class of shares in any of those years.32.If any of the company’s shares are redeemable preference shares, the earliest date on which the company has power to redeem them.33.The name of every holder and (so far as is known) every beneficial owner of more than 25 per cent of the company’s shares or any class of shares and the number and description of the shares held or owned.34.The amount of the outstanding debentures issued or agreed to be issued by the company and any of its subsidiaries and proposed subsidiaries or, if none, a statement to that effect.35.Particulars of any bank overdrafts of the company and any of its subsidiaries and proposed subsidiaries as at the latest practical date (which shall be stated) or if there are no bank overdrafts, a statement to that effect.36.The nature of the consideration for the issue of any of the company’s shares or debentures issued or proposed to be issued otherwise than for cash.37.Particulars of any shares or debentures of any of the company’s subsidiaries and proposed subsidiaries which have, within two years immediately preceding the publication of the prospectus, been issued, or which are proposed to be issued, otherwise than for cash and the nature of the consideration.38.Particulars of any shares or debentures of the company or any of its subsidiaries and proposed subsidiaries which have, within two years immediately preceding the publication of the prospectus, been issued, or which are proposed to be issued, for cash, the price and terms upon which the same have been or are to be issued and (if not already fully paid) the dates when any instalments are payable.39.Particulars of any shares or debentures of the company or any of its subsidiaries and proposed subsidiaries which are under option, or agreed conditionally or unconditionally to be put under option, with the price to be paid for the securities under option, the duration of the option, the consideration for which the option was granted, and the name and address of the grantee:Provided that where the option is to all the shareholders, or debentureholders or any class thereof or to employees generally, it shall be sufficient, so far as names are concerned, to record that fact without giving the names and addresses of the grantees.40.Where any property has been acquired or is proposed to be acquired by the company or any of its subsidiaries and proposed subsidiaries (except where the contract for its acquisition was (i) completed and any purchase money fully paid, more than two years before the date of publication of the prospectus; or (ii) entered into in the ordinary course of business and there is no connexion between the contract and the invitation)—(a)the names and addresses of the vendors;(b)the amount paid or to be paid in cash, shares, debentures or otherwise to the vendor, and, where there is more than one separate vendor or the company or subsidiary or proposed subsidiary is a sub-purchaser, the amount so paid or to be paid to each vendor, distinguishing between the amounts paid or to be paid—(iv)the nature of, and value attributed to, any other consideration; and(v)the amount (if any) paid or payable for goodwill;(c)full particulars of the nature and extent of the interest, direct or indirect, of every director or proposed director of the company or any of its subsidiaries and proposed subsidiaries in any such property;(d)short particulars of all transactions relating to any such property which were entered into or completed within the two years immediately preceding the date of publication of the prospectus.41.Unless more than two years have elapsed since the registration of the company—(a)the amount or estimated amount of the expenses incidental or preliminary to the promotion and registration of the company and by whom those expenses have been paid or are payable;(b)the names of the promoters of the company;(c)the amount of any cash or securities paid, or benefit given or proposed to be given, to any promoter and the consideration for such payment or benefit; and(d)full particulars of the nature and extent of the interest of every director and proposed director in the promotion of the company.42.Where the prospectus includes a statement purporting to be made by an expert, a statement that the expert has given and has not withdrawn his written consent to the publication of the prospectus with the statement included in the form and context in which it is included.43.The dates of, parties to, and general nature of, every material contract (other than contracts entered into in the ordinary course of business or completed more than two years before the date of publication of the prospectus).44.A reasonable time (not being less than 28 days) during which, and place at which, the following documents (or certified copies thereof), may be inspected—(a)the company’s memorandum and articles;(b)where the invitation relates to debentures, the debenture trust deed, if any;(c)each contract disclosed pursuant to. paragraph 43 hereof or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof;(d)the profit and loss account, balance sheet, group accounts and reports required to be circulated to the members and debentureholders of the company in accordance with section 182 of the Act, for the five financial years of the company immediately preceding the date of publication of the prospectus or, if the company has been incorporated for less than five years, for the number of years in respect of which it has or should, in accordance with section 182 of the Act, have circulated such accounts and reports;(e)the profit and loss account and balance sheet of every subsidiary and proposed subsidiary of the company and of every business acquired or to be acquired by the company for each of its five financial years immediately preceding the date of publication of the prospectus, or, if any subsidiary or proposed subsidiary has been incorporated or any business has been carried on for less than five years, for the number of financial years completed since its incorporation or commencement:Provided that this subparagraph shall not apply to the profit and loss accounts and balance sheets of a subsidiary or business in respect of any financial years in which the profits or losses and assets and liabilities of the subsidiary or business are dealt with in the accounts or group accounts of the company;(f)all other reports, letters, balance sheets valuations and statements by any expert any part of which is extracted or referred to in the prospectus; and(g)a written statement signed by the accountants making the report required under Part II of this Schedule, setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefor:Provided that if the whole or any part of any of the above-mentioned documents is in a language other than English, a certified translation of such a document or of the parts there of which are not in English shall be made available for inspection instead of the original or a certified copy:Provided further that where accounts have not been kept by the company in the form specified in subparagraphs (d) and (e) accounts in another form giving equivalent information may be substituted.45.The names and addresses of the accountants making the reports required under Part II of this Schedule.Part II – Reports to be set out
46.A report by accountants duly qualified under section 192 of the Act to be appointed auditors of the company—(a)with respect to the profits or losses of the company in respect of each of the five completed financial years immediately preceding the publication of the prospectus, or in respect of each of the financial years since the incorporation of the company if this occurred less than five years before such publication; and rf the last financial year of the company ended six months or more before the date of the publication of the prospectus, with respect to the profits or losses from the end of the last financial year to the latest practicable date not being more than six months before the date of the publication of the prospectus;(b)where the company is a holding company, in lieu of the report required by subparagraph (a) a like report with respect to the profits or losses of the company and of its subsidiaries, so far as such profits or losses can properly be regarded as attributable to the interests of the company;(c)with respect to the assets and liabilities of the company as at the end of its last financial year oy if the financial year ended six months or more before the date of publication of the prospectus, as at the latest practicable date not being more than six months before the date of publication of the prospectus;(d)where the company is a holding company, in lieu of the report required by subparagraph (c), a like report with respect to the assets and liabilities of the company and of its subsidiaries so far as such assets can properly be regarded as attributable to the interests of the company; and(e)with respect to the aggregate emoluments paid by the company to the directors of the company or any group body corporate during the last period for which the accounts have been made up, and the amount, if any, by which such emoluments would differ from the amounts payable under any arrangements in force at the date of publication of the prospectus;(f)with respect to any other matters which appear to the accountants to be relevant having regard to the purpose of the report.In making such report the accountants shall make such adjustments (if any) as are in their opinion appropriate for the purposes of the prospectus.47.Where at any time within the five years immediately preceding the publication of the prospectus the company has acquired any business or any subsidiary, or where at the date of the publication of the prospectus the company proposes to acquire any business or any proposed subsidiary, a report in manner hereinafter appearing by accountants duly qualified under section 192 of the Act to be appointed auditors of the company—(a)with respect to the profits or losses of that business or subsidiary or proposed subsidiary in respect of each of the five financial years immediately preceding the publication of the prospectus, or in respect of each of the financial years since the commencement of that business or the incorporation of that subsidiary or proposed subsidiary if that occurred less than five years before the publication of the prospectus, and if the last financial year of that business, subsidiary or proposed subsidiary ended six months or more before the date of the publication of the prospectus, with respect to the profits or losses from the end of the last financial year to the latest practicable date not being more than six months before the date of the publication of the prospectus:Provided that—(i)such report shall deal with such of the profits or losses of a subsidiary or proposed subsidiary as can properly be regarded as attributable to the interests of the company;(ii)where the report relates to any financial year before the subsidiary became a subsidiary of the company or relates to a proposed subsidiary, only such of its profits or losses shall be regarded as attributable to the interests of the company as would have been properly so attributable if the company had held the securities in the subsidiary or proposed subsidiary which it holds at the date of publication of the prospectus or proposes to acquire;(iii)where any such subsidiary or proposed subsidiary has itself subsidiaries the report shall be extended to the profits or losses of the subsidiary or proposed subsidiary and its subsidiaries so far as the same can properly be regarded as attributable to the interests of the company;(iv)the report required by this paragraph need not extend to any period in respect of which the profits or losses of that business or the appropriate part of the profits or losses of that subsidiary are dealt with in the report required under paragraph 46;(b)where a business or subsidiary has been, acquired since the latest date to which the accounts of the company have been made up, or where the company proposes to acquire a business or a proposed subsidiary with respect to the assets and liabilities of that business or that subsidiary or proposed subsidiary as at the end of its last financial year, or, if the financial year ended six months or more before the date of publication of the prospectus, as at the latest practicable date not being more than six months before the date of publication of the prospectus:Provided that—(i)such report shall deal with the assets and liabilities of the subsidiary or proposed subsidiary so far as such assets and liabilities can properly be regarded as attributable to the interests of the company;(ii)in relation to a proposed subsidiary only such assets and liabilities shall be regarded as attributable to the interests of the company as would have been properly so attributable if the company had held the securities in the proposed subsidiary which it proposes to acquire;(iii)where any such subsidiary or proposed subsidiary has itself subsidiaries, the report shall be extended to the assets and liabilities of that subsidiary or proposed subsidiary and its subsidiaries so far as the same can properly be attributable to the interests of the company;(c)with respect to any other matters which appear to the accountants to be relevant having regard to the purpose of the report.In making such report the accountants shall make such adjustments (if any) as are in their opinion appropriate for the purposes of the prospectus; and if any of the information specified is for reasons beyond the power of the company not available, that fact and the reasons therefor shall be stated.Sixth Schedule
Form of share transfer
Form of transfer of fully-paid shares in company limited by shares
I, _______________________________________________________________________________________(full name, address and occupation of transferor)in consideration of _____________________________________________________________________hereby transfer to _______________________________________________________________________(full name, address and occupation of transferee)____________________________________________________________________________________________________________________________________________________________ fully-paid(number of shares)_______________________________________________________________________ shares numbered(class of shares)_____________________________ to ________________________________________ (inclusive) in(distinguishing numbers of shares, if any)____________________________________________________________________________Limited(name of company)Dated: _________________________________________________________________________________________________________Signature of transferor(If the transfer is not made by the registered holder(s) the name(s) and capacity (e.g. Executor) of the person making the transfer should also be stated.)Acknowledgement by the transferee
I, the said ________________________________________________________ hereby acknowledge the transfer.___________________________________Signature of transfereeSeventh Schedule
Definition of "subsidiary"
For the purposes of this Act—"subsidiary", as regards a company or other body corporate, means that, in relation to any other body corporate—(a)that other is a member of it and by the exercise of some power directly or indirectly vested in it, whether by virtue of the beneficial ownership of shares or otherwise, can appoint or remove or procure the appointment or removal of all or not less than half of its directors for the time being or can prevent the appointment or removal of all or not less than half of its directors:Provided that—(i)a power exercisable in a fiduciary capacity for another person shall be treated as exercisable by that other and not by the fiduciary;(ii)a power exercisable by virtue of shares held by way of security only for the purpose of a transaction entered into in the ordinary course of business of that other body corporate shall be disregarded;(iii)a body corporate shall be deemed to have power to appoint a director of another body corporate if any person’s appointment as director of that other body corporate necessarily follows from his appointment as director or other officer of that first named body corporate; or(b)that other holds more than half in nominal value of its equity share capital; or(c)it is a subsidiary of any body corporate which is that other’s subsidiary.
_______________________________________*Delete whichever is inappropriate.
OR
and
________________________________*Delete whichever is inappropriate
Any additional provisions should be set out here.