First Schedule (Section 4)
Part I – Form of memorandum of association of a company (other than a proprietary company)
1.The name of the company is "Modern Metallic Compounds Limited".2.The registered office of the company will be situate in Seychelles.3.The objects or lawful purpose for which the company is established.4.The liability of the members of the company is limited.5.The share capital of the company consists of:(i)Fifty thousand preference shares with a nominal value of ten rupees each; and(ii)Ten thousand ordinary shares with a nominal value of one hundred rupees each.The nominal capital of the company is one million five hundred thousand rupees, consisting of five hundred thousand rupees nominal capital in respect of the said preference shares and one million rupees capital in respect of the said ordinary shares.6.The said preference shares shall each carry the right:(i)to a fixed cumulative preference dividend of one rupee per annum;(ii)to repayment of the capital paid up thereon and to payment of all accrued but unpaid preference dividend (whether declared or not) calculated to the date of repayment of capital in priority to any payment in respect of any other class of shares in the winding up of the company or on a reduction of capital; and(iii)to an unrestricted vote at general meetings.7.The company will purchase the business of metallurgical engineers hitherto carried on by Victoria Metallic Compounds Limited at Victoria, Seychelles (which is valued at eight hundred thousand rupees) in consideration of the allotment to that company or its nominees of eight thousand ordinary shares of one hundred rupees each credited as paid.We, the several persons whose names and addresses are subscribed are desirous of being formed into a company to be governed by this memorandum of association.Number of shares to be taken by each subscriber
1.Henry Pereira of Victoria, Seychelles, Engineer 500 preference shares and 500 ordinary shares.2.John Pereira of Sans Souci, Mahe, Seychelles, Engineer 100 ordinary shares3.Peter Pereira of La Misere, Mahe, Seychelles, Accountant 100 ordinary shares.4.Joshua Smith of Anse Boileau, Mahc, Seychelles, Landowner 100 preference shares.5.Henry da Silva of Glacis, Mahe, Seychelles, Landowner 100 preference shares,6.James Fourneaux of Bel Ombre, Mahe, Seychelles, Retired 100 preference shares.7.Albert Henry Wilson of Victoria, Seychelles, Bank Manager 100 preference shares.Dated the ___________ day of ________ 19 _______Witness to the above signatures:Isabelle Laforgue, Victoria, Seychelles, Secretary.Part II – Regulations for the management of a company (other than a proprietary company) (Section 8)
Interpretation
1.In these regulations:"the Ordinance" means the Companies Ordinance, 1972."secretary" means any person appointed to perform the duties of the secretary of the company.Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words ii| a visible form.Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Ordinance or any modification thereof in force at the date at which these regulations become binding on the company.Share and loan capital
2.Except as required by law, no person shall be recognised by the company as holding any share or debenture as a nominee for, or otherwise on behalf of, any other person, and the company shall not be bound by or be compelled m any way to recognise (even when having notice thereof) any usufruct, contingent, future or partial interest in any share or debenture, or any interest in any fractional part of a share or debenture, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share or debenture except an absolute right to the entirety thereof in the registered holder. Provided that nothing in this paragraph shall prevent the company from issuing ** certificates in respect of shares or debentures or shall affect the rights of the holders of such documents.3.Every person whose 'name is entered as a member in the register of members or as a debenture holder in the register of debenture holders shall be entitled without payment to receive within one month after allotment or lodgement of a transfer one certificate for all his shares or debentures, or several certificates each for one or more of his shares or debentures upon payment of five rupees for every certificate after the first, or such less sum as the directors shall from time to time determine. Every certificate shall be signed by at least two directors and the secretary of the company and shall specify the shares or debentures to which it relates and the amount paid up thereon: Provided that in respect of shares or debentures held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for shares or debentures to one of several joint holders shall be sufficient delivery to all such holders.4.If a share certificate, debenture, debenture stock certificate or loan stock certificate in respect of shares or debentures be defaced, lost or destroyed, it may be renewed on payment of a fee of five rupees 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:Provided that nothing in this paragraph shall authorise or require the directors to renew a ** or a ** unless the court so orders.5.The company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with a purchase or subscription made or to be made by any person of or for any shares or debentures of the company or of any company which belongs to the same group of companies as the company, nor shall the company make a loan for any purpose whatsoever on the security of its shares or debentures or those of any company which belongs to the same group of companies as the company, but nothing in this regulation shall prohibit any of the transactions mentioned in the proviso to section 53(1) of the Ordinance.Payment of issue price
6.The directors may, if they think fit, receive from any person willing to advance the same, all or any part of the moneys not yet due upon any shares or debentures held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become payable) pay interest at such rate not exceeding (unless the company in general meeting shall otherwise direct) ten per cent per annum, as may be agreed upon between the directors and the person paying such sum in advance.Transfer of shares and debentures
7.An instrument of transfer of shares or debentures shall name the transferee, shall state the number or nominal value of the shares transferred or the principal amount of the debentures transferred, and shall be signed by the transferor. As regards the company the transferor shall be deemed to remain the holder of the shares or debentures until the name of the transferee is entered in the register of members or debenture holders, except so far as the Ordinance otherwise provides or the court otherwise orders.8.The directors may decline to register the transfer of a share (not being a fully paid share) to a person of whom they shall not approve, and they may also decline to register the transfer of a share on which calls or instalments of the issue price are due and unpaid.9.The directors may also decline to recognise any instrument of transfer of shares or debentures unless:(a)a fee of five rupees or such less sum as the directors may from time to time require is paid to the company in respect thereof;(b)the instrument of transfer has been certificated by or on behalf of the company, or is accompanied by the certificate of the shares or debentures 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(c)the instrument of transfer is in respect of only one class of shares or debentures.10.If the directors refuse to register a transfer they shall within one month after the date on which the transfer was lodged with the company send notice of the refusal to the transferor and the transferee.11.The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty days in any year.12.The company shall be entitled to charge a fee not exceeding five rupees on registering the heir or other person entitled to shares or debentures on the death of a holder, and on the registration of every certificate of appointment of a trustee in bankruptcy, power of attorney, notice of interest, charging order, or other instrumentTransmission of shares and debentures
13.In case of the death of a shareholder or debenture holder the survivor or survivors where the deceased was a joint holder, and the heir or other person entitled on the death of the deceased where he was a sole holder, shall be the only persons recognised by the company as having any title to the deceased's shares or debentures; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which has been jointly held by him with other persons.14.Any person becoming entitled to shares or debentures in consequence of the death or bankruptcy of a shareholder or debenture holder 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 shares or debentures or to have some person nominated by him registered as the transferee thereof, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the shares or debentures by that shareholder or debenture holder before his death or bankruptcy, as the case may be.15.A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:Provided always that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and, if the notice is not complied with within ninety days the directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the re-quirements of the notice have been complied with.16.Regulations 14 and 15 shall not apply to shares which are represented by **.Forfeiture and re-issue of shares
17.A declaration in writing (signed by at least two directors and the secretary of the company) that a share in the company has been duly forfeited under section 56 of the Ordinance on a date stated in the declaration, shall be conclusive evidence of the facts therein stated in favour of the person to whom the share is re-issued and persons claiming under him as against all other persons claiming to be entitled to the share. The company may receive the consideration (if any) given for the share or debenture on the re-issue thereof and may issue a share certificate to the person to whom the share is re-issued, and unless the share is in ** form, he shall thereupon be registered as a member of the company in respect of the share, and he shall not be bound to see to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.Conversion of shares into stock
18.The company may by ordinary resolution convert any paid-up shares with a nominal value into stock, and reconvert any stock into paid-up shares with a nominal value of not less than ten rupees.19.The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same regulations, as and subject to which the shares from which the stock arose might, previously to conversion, have been transferred, or as near thereto as circumstances admit; and the directors may from time to time fix the minimum amount of stock transferable, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose.20.The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.21.Such of the regulations of the company as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stockholder".General meetings
22.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 so long as the company holds it 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. The annual general meeting shall be held at such time and place as the directors shall appoint.23.The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 120(2) of the Ordinance. If at any time there are not within Seychelles sufficient directors capable of acting to form a quorum, any director or any two shareholders of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.Notice of general meetings
24.An annual general meeting and an extraordinary general 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) and meeting of a class of shareholders 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 the exact wording of every resolution to be proposed at the meeting (except a procedural resolution and a resolution in respect of ordinary business at an annual general meeting). Notice of a meeting shall be given to such persons as are by section 127 of the Ordinance entitled to receive such notices from the company, in the manner prescribed by that section:Provided that a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in. this regulation, 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 shareholders entitled to attend and vote thereat; and(b)in the case of any other meeting, by a majority in number of the shareholders having a right to attend arid vole at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.25.Ordinary business at an annual general meeting shall consist of the declaration of dividend and the approval or rejection of the annual accounts and the directors' and auditors' reports.26.Subject to section 127(6) of the Ordinance, 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.27.No business shall be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds to business; save as herein otherwise provided, three shareholders present in person or by proxy shall be a quorum.28.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 shareholders, 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 shareholders present or their proxy or proxies shall be a quorum.29.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 directors present shall elect one of their number to be chairman of the meeting.30.If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the shareholders 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, hut 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 eight 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, subject to the provisions of the Ordinance, 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 shareholders present in person or by proxy; or(c)by any shareholder or shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders 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 snail, subject to the provisions of the Ordinance, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resoution.A demand for a poll may be withdrawn
33.Except as provided in paragraph 34, 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 be taken forthwith. A poll demanded an 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.Votes of members
36.Subject to any restrictions for the time being attached to any class or classes of shares by the memorandum of the company, on a show of hands every shareholder present in person or by proxy shall have one vote and on a poll, he shall have the number of votes to which he is entitled by section 118 of the Ordinance.37.In the case of joint holders of shares which are registered in the register of members 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.38.A shareholder who is a minor or who has been interdicted may vote, whether on a show of hands or cm a poll, by his tutor, or if he has no tutor, by some other person appointed for the purpose by the court, and any such tutor or other person may vote by proxy.39.No votes shall be cast in respect of shares acquired by or transferred to the company unless they have been re-issued, and no votes shall be cast in respect of shares held by nominees for the company.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, subject to any proceedings brought under section 136 of the Ordinance.41.The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing, or, if the appointer is a corporation, either under seal, or under the hand of an officer or agent of the corporation who has been duly authorised.42.The instrument appointing a proxy and the instrument containing the authority under which it is signed (if any), or a notarially certified copy of either or both of those instruments, shall be deposited at the registered office of the company, or at such other place within Seychelles as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.43.An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admitLimited
I/We ____________, of _______________________, being a shareholder/share-holders of the above-named company, hereby appoint of _________________, or failing him, _______________ o __________, _________ 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.Signed this ____________ day of 19 ______________44.A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or interdiction of the shareholder, or the revocation of the proxy or of the authority under which the proxy was given, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, interdiction, revocation or transfer as aforesaid has been received by the company at its registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.Directors
45.The number of the directors and the names of the first directors shall be determined in writing by the subscribers or the memorandum of association or a majority of them.46.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 in attending and returning from meetings of the directors OF any committee of the directors or general meetings of the company, or in connection with the business of the company.47.The shareholding qualification for directors may be fixed by the company in general meeting, and unless and until so fixed no such qualification shall be required.48.Subject to the provisions of the Ordinance, a director of the company may be or become a director or other officer of, or otherwise interested in, any company promoted by the company or in which the company be interested as shareholder or otherwise, and no such director shall be accountable to the company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the company otherwise directs.Borrowing powers
49.Subject to the provisions of the Ordinance, the directors may exercise all the powers of the company to borrow money, and to hypothecate, mortgage or charge its undertaking, assets and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities as security for any loan to, or 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 paid up on the company's issued and outstanding shares plus the amount of the company's capital reserve for the time being, but nevertheless no lender or other person dealing with the company shall be concerned to see or inquire whether this limit is observed. No debt incurred or security given in excess of such limit shall be invalid or ineffectual, except in the case of express notice to the lender or the recipient of the security at the time when the debt was incurred or security given that the limit hereby imposed had been or was thereby exceeded.Powers and duties of directors
50.The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not, by the Ordinance or by these regulations, required to be exercised by the company in general meeting, subject, nevertheless, to any of these regulations, to the provisions of the Ordinance and to such directions, being not inconsistent with the aforesaid regulations or provisions, as may be given by the company in general meeting; but no direction given by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that direction had not been given.51.The directors may from time to time and at any time, by an instrument in writing signed by at least two of their number on behalf of them all, appoint any company, firm or parson or body of persons, whether nominated directly or indirectly by the directors, to be the general agent or agents 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 regulations) and for such period and subject to such conditions as they may think fit, and any such instrument may contain such provisions for the protection and convenience of persons dealing with any such general agent as the directors may think fit and may also authorise any such general agent to delegate all or any of the powers, authorities and discretions vested in him.52.(1)A director who is in any way, whether directly or indirectly, interested, in a contract or proposed contract with the company shall declare the nature of his interest in accordance with paragraph (g) section 171(1) of the Ordinance as extended by section 171(4).(2)At a meeting of the directors 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 subject to the provisions of the Ordinance 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; or(d)any contract or arrangement with any other company in which he is interested only as an officer of the company or as the holder of shares or other securities of it;and these prohibitions may, subject to the provisions of the Ordinance, 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)Subject to the provisions of the Ordinance, 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 either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and subject to the provisions of the Ordinance, no 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, shall 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 realised 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 of the directors 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 remuneration for professional services as if he were not a director:Provided that nothing herein contained shall authorise a director or his firm to act as auditor to the company.53.All cheques, promissory notes, 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.54.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;and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose.55.Subject to the provisions of the Ordinance, 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.Rotation of directors
56.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-fifth of the directors for the time, being, or, if their number is not five or a multiple of five, then the number nearest one-fifth, shall retire from office.57.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.58.A retiring director shall be eligible for re-election.59.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.60.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 annual general meeting unless not less than one week before the date appointed for the meeting there shall have been left at the registered office of the company a notice in writing, signed by a shareholder 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:Provided that if an annual general meeting is called after such a notice is left as aforesaid, the notice shall be deemed to have been validly given notwithstanding that there is less than one week between the giving of the notice and the holding of the annual general meeting,61.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.62.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 regulations. 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.63.The company may by ordinary resolution, in accordance with section 168 of the Ordinance, remove any director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the company and such director. Such removal shall, subject to the provisions of that section, be without prejudice to any claim such director may have for damages for breach of any contract of service between him and the company.64.The company may by ordinary resolution appoint another person in place of a director removed from office under regulation 63, and without prejudice to the powers of the directors under paragraph 62, the company in general meeting may appoint any person to be a director either to fill a casual vacancy or as art 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 or re-elected a director.Proceedings of directors
65.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 lave a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Seychelles.66.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.67.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 regulations 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.68.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.69.The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any instructions that may be given to it by the directors.70.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.71.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.72.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.73.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.Managing director
74.Subject to the provisions of the Ordinance, 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 managing director whose appointment is approved by a general meeting passed not later than six months after his appointment 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.75.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 may from time to time revoke, withdraw, alter or vary all or any of such powers.Secretary
76.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.Dividends and reserves
77.A general meeting may by ordinary resolution dispose of the profits of the company by declaring dividends, carrying profits forward, transferring profits to capital or revenue reserves, or by using profits or revenue reserves to pay the issue price of bonus shares or debentures to be issued as fully paid shares or debentures to shareholders in the same proportions as a dividend would be paid to them.78.The directors may from time to time pay to the shareholders such interim dividends as appear to the directors to be justified by the profits of the company.79.Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of an instalment of the issue price becoming due shall be treated for the purposes of this regulation as paid on the share. All dividends shall be apportioned a ad paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.80.The directors may deduct from any dividend payable to any shareholder all sums of money (if any) presently payable by him to the company on account of instalments of the issue price of shares held by him, or otherwise in relation to shares of the company.81.If a general meeting resolves that fully paid bonus shares shall be issued credited as paid up out of profits or capital or revenue reserves, the directors shall make all requisite allotments and issues of fully-paid shares, and generally shall do all acts and things required to give effect thereto, and shall have full power to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit in the case of shares becoming distributable in fractions.82.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 of the company, 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 directors 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 shareholders 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 or agents as may seem expedient to the directors.83.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 or more joint holders may give effectual receipts for any dividends, bonuses or other moneys payable in respect of the shares held by them as joint holders.84.No dividend shall bear interest against the company.Books and documents
85.The books of account shall be kept at the registered office of the company, or, subject to the provisions of the Ordinance, at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.86.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 shareholders not being directors, and no shareholder (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by the Ordinance or authorised by the directors or by the company in general meeting or directed by the court.Notices
87.A notice may be given by the company to any member, shareholder or debenture holder either personally, or by sending it by post to him or to his registered address, or, if he has no registered address in Seychelles, to the address (if any) in Seychelles supplied by him to the company for the purpose of giving - notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a -notice of a meeting at the expiration of 24 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.88.A notice may be given by the company to the joint holders of a share or debenture by giving the notice to the joint holder first named in the register of members or debenture holders in respect of the share or debenture.89.A notice may be given by the company to the persons entitled to a share or debenture in consequence of the death or bankruptcy of a shareholder or debenture holder by sending it through the post m a prepaid letter addressed to them by name, or by the title of heirs of the deceased, or trustee of the bankrupt, or by any like description, at the address (if any) in Seychelles supplied for the purpose by the persons claiming to be so entitled, or (until such an address hrs been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.90.Notice may be given to the holders of shares or debentures represented by ** certificates by the publication of the notice once in a daily newspaper circulating in Seychelles.91.Notice of every general meeting shall be given in any manner hereinbefore authorised to-(a)every member of the company except those members who, having no registered address in Seychelles, have not supplied to the company an address in Seychelles for the giving of notices to them;(b)every person upon whom the ownership of a share devolves by reason of his being an heir or a person entitled to the estate of a member, or a trustee in bankruptcy of a member, where the member but for his death or bankruptcy would be entitled to receive notice of the meeting; and(c)the auditor for the time being of the company.No other person shall be entitled to receive individual notices of general meetings. Notices of general meetings shall be given to the holders of shares represented by ** shares certificates in the manner prescribed by section 127(4) of the Ordinance.Winding up
92.If the company shall be wound up the liquidator may, with the sanction of a special resolution of the company required by the Ordinance, divide amongst the or kind the whole or any part of the assets of the shall consist of assets of the same kind or not) pose set such value as he deems fair upon any aforesaid, and may determine how such division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in nominees or agents on behalf, or for the benefit, of shareholders as the liquidator, with the like sanction, shall think fit, but so that no shareholder shall be compelled to accept any shares or other securities whereon there is any liability or amount unpaid.Indemnity
93.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 any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under section 182 of the Ordinance in which relief is granted to him by the court.1.Henry Pereira of Victoria, Seychelles, Engineer2.John Pereira of Sans Souci, Mahe, Seychelles, Engineer3.Peter Pereira of La Misere, Mahe, Seychelles Accountant4.Joshua Smith of Anse Boileau, Mahe, Seychelles, Landowner5.Henry da Silva of Glacis, Mahe, Landowner6.James Fourneaux of Bel Ombre, Mahe, Seychelles, Retired7.Albert Henry Wilson of Victoria, Seychelles, Bank Manager.Dated the day of 19 ______________Witness to the above signatures: ____________________Isabelles Laforgue, Victoria, Seychelles, Secretary.Part III – Form of memorandum of association of a proprietary company (Section 4)
1.The name of the company is "Cascade Automobile Company (Proprietary) Limited".2.The registered office of the company will be situate in Seychelles,3.The objects or lawful purpose for which the company established.4.The liability of the members of the company is limited.5.The share capital of the company consists of three hundred shares with a nominal value of fifty rupees each. The nominal capital of the company {being its nominal capital in respect of those shares) is fifteen thousand rupees.6.The original directors of the company shall be Henri des Isles and Jean Faubert who shall hold office for the terms of their respective lives, but may resign at any time by giving three months' notice of their intention to do so to the company.We the several persons whose names and addresses are subscribed are desirous of being formed into a company to be governed by this memorandum of association.Number of shares to be taken by each subscriber1. Henri des Isles of Cascade, Mahe, Seychelles, Motor Engineer 150 shares2. Jean Faubert of Cascade, Mahe, Seychelles, Motor Engineer 150 sharesDated the day of ______ 19 ________________Witness to the above signatures: ________________________Francis Henry Mackintosh, Victoria, Seychelles, Notary.Part IV – Regulations for the management of a proprietary company (Section 8)
1.The regulations set out in Part II of the First Schedule to the Companies Ordinance, 1972, with the exception of regulations 34, 46, 51, 56 to 71 inclusive, the words "or of a committee of directors" in regulation 72 and regulations 74 and 75, shall be deemed to be incorporated with these regulations and shall apply to the company.2.Each of the original directors may respectively, by an instrument in writing or by will, 'nominate any person to succeed him as a director of the company in his place on his death or retirement. The person so nominated shall (if he signifies his willingness in writing within one month after the death or retirement of the person who nominates him) become a director of the company for the term of his life or until he retires by giving three months' written notice of his intention to do so to the company, and the right of the other shareholders to purchase the shares of the original director who dies or retires shall be exercisable only to the extent that the person so nominated does not acquire the shares held by that original director.3.It shall be the duty of members of the company 2nd all persons claiming under them to abstain from doing any act whereby the company may cease to be a proprietary company (except by voting for the conversion of the company into a company other than a proprietary company), and if for any reason the company ceases to be a proprietary company, every member and all persons claiming under him shall do all acts in his power to enable the company to become a proprietary company again.1. Henri des Isles of Cascade, Mahe, Seychelles, Motor Engineer2. Jean Faubert of Cascade, Mahe, Seychelles, Motor EngineerDated the day of __________19 ____________Witness to the above signatures: __________________Francis Henry Mackintosh, Victoria, Seychelles, Notary.Second Schedule (Section 11)
Government of Seychelles companies registry
This is to certify that name of company Proprietary (where applicable) Limited was this day incorporated under the Companies Ordinance 1972 and that the company is a proprietary company (where applicable).Dated this day of ______ 19 __________ Registrar of Companies.Third Schedule (Section 34)
Implied powers of directors, a managing director and a director of- a proprietary company
1.To enter into, agree to the modification or termination of, perform, and accept performance of contracts in the company's name or on its behalf for the purpose of carrying on the company's business or pursuing its objects.2.To bring or defend proceedings in any court in the name or on behalf of the company, to intervene in the company's name or on its behalf in any proceedings brought by other persons (including bankruptcy proceedings and proceedings for the winding up of any company or body corporate), and to agree to the submission of disputes to arbitration and to participate in any arbitration proceedings.3.To acquire, take on lease, hire or licence, hold, dispose of, lease, licence, let on hire and turn to account any assets of the company.4.To enter into partnership, consortium, profit sharing and other similar agreements in the name or on behalf of the company with any person, firm, company, overseas company or body corporate, and to promote companies and subsidiaries, manage the whole or any part of the undertaking of any other company or overseas company and amalgamate with any other company or overseas company.5.To lend money, to guarantee or give security for the debts and liabilities of other persons, and to take, hold and realise any form of security in connection with such transactions.6.To borrow and to give security in any form over any part of the company's assets, including the unpaid part of the issue price of its shares and debentures, whether due or not.7.To subscribe for, purchase, hold and dispose of shares, debentures and other securities, whether issued by other persons, companies, overseas companies or bodies corporate or by public authorities, and to acquire, hold and dispose of and enter into agreements (including lawful voting agreements) in relation to any such securities,8.To issue, make acquire, hold and negotiate bills of exchange, cheques and promissory notes and all other kinds of negotiable instruments, bills of lading, dock warrants, warehouse certificates and documents used in the course of trade as evidence of the ownership or the right to the possession of goods.9.To employ, remunerate and discharge employees and agents.10.To pay gratuities and bonuses to employees and agents of the company, to pay retirement gratuities, pensions or capital sums to employees of the company (including directors) and their dependants, and to establish any trust or scheme o r effect any insurance requisite for providing retirement benefits, pensions or capital sums for employees (including directors) and their dependants.11.To make the company or any of its officers a member of any trade or other association whose activities are likely to assist or protect the interests of the company, and to pay any subscriptions or fees incidental to membership of such an association out of the company's funds.Fourth Schedule (Sections 41 and 49)
Statements, reports and accounts to be contained in a prospectus [Repealed]
Fifth Schedule (Section 114)
Contents of annual return of a company
1.The address of the registered office of the company.2.The address at which the registers of members and debenture holders of the company are kept.3.A summary, distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash, specifying the following particulars(a)the nominal capital of the company, the 'nominal capital in respect of each class of shares into which it is divided and the nominal value of each share of that class;(b)the -number of each class of the company's shares which have been issued and are outstanding, and the company's issued capital;(c)the amount paid up and credited as paid up in respect of the company's issued and outstanding shares;(d)the amount of instalments due but unpaid in respect of the company's issued and outstanding shares;(e)the total amount of the sums (if any) paid by way of commission in respect of any shares or debentures so far as not written off in the company's accounts;(f)the total number of shares and debentures of each class which the company has(i)redeemed (including acquisitions before the redemption date if the shares or debentures have not been re-issued);(ii)acquired by way of transfer or surrender;(g)the total amount of outstanding loans made, guaranteed or secured by the company under section 53;(h)the number of shares and debentures of each class for which there are outstanding ** s and ** s.4.The total amount of the company's indebtedness secured by hypothecations, mortgages or charges which are required to be registered by the Registrar under section 92 and the total amount of such indebtedness secured by hypothecations, mortgages and charges falling within paragraphs (a) and {b) of section 92(2) respectively.5.A list(a)containing the names and addresses of all persons who, on the fourteenth day after 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;(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:Provided that it shall not be necessary for such a list to contain particulars of members and shares held by them if the shares are and have throughout the period since the fourteenth day following the annual general meeting for the last preceding year, or in the case of the company's first annual return, since the date of its incorporation, continuously been fully paid shares.6.All such particulars with respect to the persons who at the date of the return are the directors of the company, and any person who at that date is the secretary of the company, as are by section 169 required to be contained with respect to directors and the secretary respectively in the register of the directors and secretaries of a company.Sixth Schedule (Sections 142 and 144)
Contents of accounts
1.Paragraphs 2 to 14 of this Schedule apply to the balance sheet and 15 to 19 to the profit and loss account, and are subject to the exceptions and modifications provided for by Part II of this Schedule in the case of a holding or subsidiary company. This Schedule has effect in addition to the provisions of sections 146 to 151 inclusive of this Ordinance.Part I – General provisions as to balance sheet and profit and loss account
2.The nominal capital, issued share capital, liabilities and assets shall be summarised, with such particulars as are necessary to disclose the general nature of the assets and liabilities, and there shall be specified(a)any part of the issued capital that consists of redeemable shares, the earliest and latest dates on which the company has power to redeem those shares, whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company and whether any (and, if so, what) premium is payable on redemption;(b)the amount of the capital reserve;(c)particulars of any forfeited, surrendered, acquired or redeemed shares or debentures which the company has power to re-issue.3.There shall be stated under separate headings, so far as they are not written off(a)the preliminary expenses of forming the company;(b)any expenses incurred in connection with any issue of share capital or debentures;(c)any sums paid by way of commission in respect of any shares or debentures;(d)any sums allowed by way of discount in respect of any debentures; and(e)the amount paid by the company for goodwill and industrial property rights.4.(1)The reserves, provisions, liabilities and assets shall be classified under headings appropriate to the company's business:Provided that(a)where the amount of any class is not material, it may be included under the same heading as some other class; and(b)where any assets of one class are not separable from assets of another class, those assets may be included under the same heading.(2)Fixed assets, current assets, investments and assets that are neither fixed nor current shall be separately identified.(3)The method or methods used to arrive at the amount of the fixed assets under each heading shall be stated.5.(1)The method of arriving at the amount of any fixed asset shall, subject to the next following subparagraph, 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 in value;and for the purposes of this paragraph the net amount at which any assets stand in the company's books when this Ordinance comes into operation (after deduction of the amount (if any) previously provided or written off for depreciation or diminution in value) shall, if the figures relating to the period before the coming into operation of this Ordinance can-not be obtained without unreasonable expense or delay, be treated as if it were the amount of a valuation of those assets made at the commencement of this Ordinance.(2)The foregoing sub-paragraph shall not apply(a)to assets the replacement of which is provided for wholly or partly(i)by making provision for renewals and charging the cost of replacement against the provision so made; or(ii)by charging the cost of replacement direct to revenue or(b)to any quoted or unquoted investments; or(c)to goodwill or industrial property rights.(3)For the assets under each heading whose amounts is arrived at in accordance with sub-paragraph (1) of this paragraph, there shall be shown(a)the aggregate of the amounts referred to in paragraph (a) of that sub-paragraph; and(b)the aggregate of the amounts referred to in sub-paragraph (b) thereof.(4)As respects the assets under each heading whose amount is not arrived at in accordance with the said sub-paragraph (1) because their replacement is provided for as mentioned in sub-paragraph (2) (a) of this paragraph, there shall be stated(a)the means by which their replacement is provided for; and(b)the aggregate amount of the provision (if any) made for renewals and not used,6.In the case of unquoted investments consisting of ordinary shares of other companies, the matters referred to in the following heads shall, if not otherwise shown, be stated by way of note or in a statement or report annexed to the profit and loss account:(a)the aggregate amount of the company's income for the financial year from those investments;(b)the amount of the company's share before taxation, and the amount of that share after taxation, of the net aggregate amount of the profits of the companies in which the investments are held, being profits for their respective financial years ending with or during the financial year of the company, after deducting those companies' losses for those respective financial years (or vice versa;(c)the amount of the company's share of the net aggregate amount of he undistributed profits and revenue reserves of the companies in which the investments are held since the time when the investments were acquired, after deducting the losses accumulated by them since that time (or vice versa);(d)the manner in which any Josses incurred by the said companies have been dealt with in the company's accounts.7.The aggregate amounts respectively of revenue reserves and provisions (other than provisions for depreciation, renewals or diminution in value of assets) shall be stated under separate headings.8.(1)There shall also be shown (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)where the amount of capital reserve or revenue reserves or of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) shows an increase as compared with the amount at the end of the immediately preceding financial year, the source from which the amount of the increase has been derived; and(b)where(i)the amount of capital reserve or revenue reserves shows a decrease as compared with the amount at the end of the immediately preceding financial year; or(ii)the amount at the end of the immediately preceding financial year of the provisions (other than provisions for depreciation, renewals or dimunition in value of assets) exceeded the aggregate of the sums since applied and amounts still retained for the purposes thereof;the application of the amounts derived from the difference.(2)Where the heading showing the revenue reserves or any of the provisions aforesaid is divided into sub-headings, this paragraph shall apply to each of the separate amounts shown in the sub-headings instead of applying to the aggregate amount thereof.9.If an amount is set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation, it shall be identified as such and separately stated.10.(1)There shall be shown under separate headings(a)the aggregate amounts respectively of the company's quoted investments and unquoted investments;(b)if the amount of the goodwill and of any industrial property rights of the company, or part of that amount, is shown as a separate item in, or is otherwise ascertainable from, the books of the company, or from any contract for the sale or purchase of any assets acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the transfer of any such assets, the said amount so shown or ascertained so far as not written off, or (as the case may be) the said amount so far as it is so shown or ascertainable and as so shown or ascertained, as the case may be;(c)the aggregate amount of outstanding loans made, guaranteed or secured by the company under section 53 of the Ordinance;(d)the aggregate amount of bank loans and overdrafts advanced to the company and remaining outstanding;(e)the aggregate amount of loans made to the company which(i)are repayable otherwise than by instalments, and fall due for repayment after the expiration of the periods of one year and five years respectively beginning with the day next following the expiration of the financial year; or(ii)are repayable by instalments any of which fall due for payment after the expiration of those respective periods;not being, in either case, bank loans or overdrafts;(f)the aggregate amount of debts of the company (other than debts falling under head (d) and (e) of this sub-paragraph) which(i)are payable otherwise than by instalments and fall due for payment after the expiration of one year beginning with the day next following the expiration of the financial year; or(ii)are payable by instalments any of which fall due for payment after the expiration of that period,(2)Nothing in head (b) of the foregoing sub-paragraph shall be taken as authorising the amount of the goodwill, patents and trade marks to be stated as a single item.(3)The heading showing the amount of the quoted investments shall be sub-divided, where necessary, to distinguish the investments as respects which there has, and those as respects which there has not, been granted a quotation or permission to deal on a stock exchange in Seychelles or on a recognised overseas stock exchange.(4)In relation to each loan falling within head (d) and (e) of sub-paragraph (1) of this paragraph (other than a bank overdraft repayable on demand) there shall be stated by way of not (if not otherwise stated) the terms on which it is repayable and the rate at which interest is payable thereon:Provided that if the number of loans is such that compliance with the foregoing requirement would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms on which the loans are repayable and the rates at which interest is payable thereon.11.Where any liability of the company is secured otherwise than by operation of law on any assets of the company, the fact that that liability is so secured shall be stated, but it shall not be necessary to specify the assets on which the liability is secured.12.Where any of the company's debentures are held by a nominee of or agent for the company, there shall be stated by way of note or in a statement annexed to the balance sheet:(a)the nominal amount of the debentures and the amount at which they are stated in the books of the company; and(b)whether the company has power to re-issue any of those debentures, and if so, which debentures or classes it may re-issue.13.(1)The matters referred to in the following sub-paragraphs shall be stated by way of note, or in a statement or report annexed to the balance sheet, if not otherwise shown.(2)The number, description and amount of any shares in the company which any person has an option to subscribe for, together with the following particulars of the option, that is to say(a)the period during which it is exercisable;(b)the price to be paid for shares subscribed for under it;but it shall not be necessary to state any of the foregoing matters in respect of convertible debentures whose issue has been authorised by a general meeting or is dealt with in the directors' report for the financial year.(3)The amount of any arrears of fixed cumulative dividends on the company's shares and the period for which the dividends or, if there is more than one class, each class of them are in arrear, which amount shall be stated before deduction of income tax, except that, in the case of tax-free dividends, the amount shall be shown free of tax and the fact that it is so shown shall also be stated.(4)Particulars of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.(5)The general nature of any other contingent liabilities not provided for in the annual accounts and, where practicable, the aggregate amount or estimated amount of those liabilities, if it is material.(6)Where practicable, the aggregate amount or estimated amount (if it is material) of contracts for capital expenditure, so far as not provided for and, where practicable, the aggregate amount or estimated amount (if it is material) of capital expenditure authorised by the directors which has not been contracted for.(7)In the case of fixed assets under any heading whose amount is required to be arrived at in accordance with paragraph 5(1) of this Schedule and is so arrived at by reference to a valuation, the years (so far as they are known to the directors) 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, the names of the persons who valued them and particulars of their qualifications for doing so and the bases of valuation used by them.(8)If there are included amongst fixed assets under any heading (other than investments) assets that have been acquired during the financial year, the aggregate amount of the assets acquired as determined for the purpose of making up the balance sheet, and if during that year any fixed assets included under a heading in the balance sheet made up with respect to the immediately preceding financial year (other than investments) have been disposed of or destroyed, the aggregate amount thereof as determined for the purpose of making up that balance sheet.(9)Of the amount of assets consisting of land, how much is attributable to land owned by the company and how much to land occupied or enjoyed by the company under leases or usufructs, and, of the latter, how much is attributable to land in which the company has interests which will or may continue for fifty years or more from the end of the financial year.(10)The aggregate amounts paid by the company during the financial year for the acquisition of:(a)quoted investments; andand the aggregate amounts received by the company during the financial year on disposing of each of those classes of investments.(11)The aggregate market value of the company's quoted investments where it differs from the amount of the investments as stated in the balance sheet, and the stock exchange value of any investments of which the market value is shown (whether separately or not) and is taken as being higher than their stock exchange value.(12)The directors' estimate of the aggregate value of the company's unquoted investments and their estimate of the aggregate value of such investments held in companies which at the end of the financial year are associated companies of the company.(13)If in the opinion of the directors any of the current assets do not have a value, on realisation m 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.(14)If a sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation has been used during the financial year for another purpose, the amount thereof and the fact that it has been so used.(15)If the amount carried forward for stock in trade or work in progress is material for the appreciation of the company's state of affairs or of its profit or loss for the financial year, the manner in which that amount has been computed.(16)The basis on which foreign currencies have been converted into the currency of Seychelles, where the amount of the assets or liabilities affected is material.(17)The basis on which the amount (if any) set aside for income tax payable by the company in Seychelles is computed.(18)Except in the case of the first balance sheet laid before the company after the coming into operation of this Ordinance, the corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance sheet.14.In the fifth and subsequent balance sheets laid before the company after the coming into operation of this Ordinance, there shall be shown in tabular form in a note or in a statement or report annexed (unless it is otherwise shown in that form, or is so shown in, or in a note on, or statement or report annexed to, the profit and loss account) the following matters as at the end of the financial year and of each of the four immediately preceding financial years {or, if the number of financial years that have elapsed since the company was incorporated is less than five, as at the end of each financial year that has so elapsed)(a)the amount of the issued share capital of the company;(b)the amount paid up on the issued and outstanding shares of the company;(c)the amount of the companies capital reserve, revenue reserves and profits carried forward respectively.15.(1)There shall be shown(a)the amount charged to revenue by way of provision for depreciation, renewals or diminution in value of fixed assets;(b)the amount of the interest on loans of the following kinds made to the company (whether on the security of debentures or not), namely, bank loans, overdrafts and loans which, not being bank loans or overdrafts(i)are repayable otherwise than by instalments and fall due for repayment before the expiration of the periods of one year and five years respectively beginning with the day next following the expiration of the financial year; or(ii)are repayable by instalments the last of which falls due for payment before the expiration of each of those respective periods,and the amount of the interest on loans of other kinds so made (whether on the security of debentures or not);(c)the amount of the charge for income tax payable by the company in Seychelles and, if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief;(d)the amounts respectively provided for redemption of share capital and for redemption of loans;(e)the amount (if material) set aside or proposed to be set aside to, or withdrawn from, revenue reserves;(f)subject to sub-paragraph (2) of this paragraph, the amount (if material) set aside to provisions other than provisions for depreciation, renewals or diminution in value of assets or, as the case may be, the amount (if material) withdrawn from such provisions and not applied for the purposes thereof;(g)the amounts respectively of income from quoted investments and income from unquoted investments;(h)if a substantial part of the company's revenue for the financial year consists in rents from land, the amount thereof (after deduction of rents payable by the company, rates and other outgoings in respect of the same land);(i)the amount (if material) charged to revenue, in respect of payment of rents for, or in respect of, land (other than land falling within part (h) of this sub-paragraph) and the amount, if material, charged to revenue in respect of sums payable in respect of the hire of plant and machinery.(2)If, in the case of any assets in whose case an amount is charged to revenue by way of depreciation or diminution in value, an amount is also so charged for renewal thereof, the last-mentioned amount shall be shown separately.(3)If the amount charged to revenue for depreciation or diminution in value of any fixed assets (other than investments) has been calculated otherwise than by reference to the amount of those assets as determined for the purpose of making up the balance sheet, that fact shall be stated.16.The amount of any charge arising in consequence of the occurrence of an event in a preceding financial year, and of any credit so arising, shall, if not included in a heading relating to other matters, be stated under a separate heading.17.The amount of the remuneration of the auditors shall be shown under a separate heading, and for the purposes of this paragraph, any sums paid by the company in respect of the auditors' expenses shall be deemed to be included in the expression "remuneration".18.(1)The matters referred to in the following sub-paragraphs shall be stated by way of note, if not otherwise shown.(2)If depreciation or replacement of fixed assets is provided for by some method other than a depreciation charge or provision for renewals, or is not provided for, the method by which it is provided for or the fact that it is not provided for, as the case may be.(3)The basis on which the charge for income tax payable in Seychelles is computed.(4)Any special circumstances which affect liability in respect of taxation of profits or income for the financial year or liability in respect of taxation of profits or income for succeeding financial years.(5)Except in the case of the first profit and loss account laid before the company after the commencement of this Ordinance, the corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account.(6)Any material respects in which any items shown in the profit and loss account are affected(a)by transactions of a sort not usually undertaken by the company or otherwise by circumstances of an exceptional or non-recurrent nature; or(b)by any change in the basis of accounting.19.(1)In the fifth and subsequent profit and loss accounts laid before the company after the coming into operation of this Ordinance, there shall be. shown in tabular form in a note or in a statement or report annexed (unless it is otherwise shown in that form, or it so shown in, or in a note on, or statement or report annexed to, the balance sheet) the following matters in respect of the financial year and of each of the four immediately preceding financial years (or, if the number of financial years that have elapsed since the company was incorporated is less than five, in respect of each financial year that has so elapsed)(a)the amount of the profit or loss for the year before deduction of all charges for taxation of profits and income and the amount of the said profit or loss after deduction of all such charges; and(b)the aggregate amount of the dividends paid.(2)In relation to the most recent financial year dealt with in pursuance of sub-paragraph (1), the reference to dividends paid shall include a reference to dividends (if any) recommended by the directors in their report.Part II – Special provisions where the company is a holding or subsidiary company
Modifications of and additions to requirements as to company's own accounts
20.(1)This paragraph shall apply where the company is a holding company, whether or not it is itself a subsidiary of another body corporate.(2)The aggregate amount of assets consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company's subsidiaries, distinguishing shares from indebtedness, shall be set out in the balance sheet separately from all the other assets of the company, and the aggregate amount of indebtedness (whether on account of a loan or otherwise) to the company's subsidiaries shall be so set out separately from all its other liabilities and(a)the references in Part I of this Schedule to the company's investments (except those in paragraphs 13(8) and 15(3)) shall not include investments in its subsidiaries required by this paragraph to be separately set out; and(b)paragraphs 5, 15(1) (a) and 18(2) of this Schedule shall not apply in relation to fixed assets consisting of interests in the company's subsidiaries.(3)There shall be shown by way of note on the balance sheet or in a statement or report annexed thereto the number, description and amount of the shares in and debentures of the company held by its subsidiaries or their nominees, but excluding any of those shares or debentures in respect of which the subsidiary is concerned only as an agent or nominee, or in respect of which neither the company nor any subsidiary thereof is beneficially interested, otherwise than by way of security for money lent, guaranteed, or secured by the company or any of its subsidiaries,(4)Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing(a)the reasons why subsidiaries are not dealt with in group accounts;(b)the net aggregate amount, so far as it concerns members of the holding company and is not dealt with in the company's accounts, of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)(i)for the respective financial years of the subsidiaries ending with or during the financial year of the company; and(ii)for their previous financial years since the subsidiaries respectively became the holding company's subsidiaries;(c)the net aggregate amount of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)(i)for the respective financial years of the subsidiaries ending with or during the financial year of the company; and(ii)for their other financial years since the subsidiaries respectively became the holding company's subsidiaries; so far as those profits are dealt with, or provision is made for those losses, in the company's accounts;(d)any qualifications contained in the report of the auditors of the subsidiaries on their accounts for their respective financial years ending as aforesaid, and any note or saving contained in those accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification, in so far as the matter which is the subject of the qualification or note is not covered by the company's own accounts and is material from the point of view of its shareholders and debenture holders;or, in so far as the information required by this sub-paragraph is not obtainable, a statement that it is not obtainable:Provided that the Registrar may, on the application or with the consent of the company's directors, direct that in relation to any subsidiary this sub-paragraph shall not apply or shall apply only to such extent as may be provided by the direction.(5)Paragraphs (b) and (c) of sub-paragraph (4) shall apply only to profits and losses of a subsidiary which may properly be treated in the holding company's accounts as revenue profits or losses.(6)Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing, in relation to the subsidiaries (if any) whose financial years did not end with that of the company(a)the reasons why the company's directors consider that the subsidiaries' financial years should not end with that of the company; and(b)the dates on which the subsidiaries' financial years ending last before that of the company respectively ended, or the earliest and latest of those dates.21.(1)This paragraph shall apply where the company is the subsidiary of another body corporate, whether or not it is itself a holding company.(2)The balance sheet shall show separately(a)the aggregate amount of its indebtedness to all bodies corporate which belong to the same group of companies as the company, distinguishing between indebtedness in respect of debentures and other indebtedness;(b)the aggregate amount of the indebtedness of all such bodies corporate to it, distinguishing as aforesaid; and(c)the aggregate amount of assets of the company consisting of shares held in subsidiaries of its holding company,Part III – Consolidated accounts of holding company and subsidiaries
22.Subject to the following paragraphs of this Part of this Schedule, the consolidated balance sheet and 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 by the consolidated accounts, but with such adjustments (if 'any) as are necessary:(a)to eliminate the effect of current transactions between any of the companies whose accounts are consolidated;(b)to eliminate shares in the company or its subsidiaries which are held by or by nominees for any of its subsidiaries, except shares which are held by a subsidiary as an agent or nominee for persons other than another subsidiary and shares which are held by or by nominees for a subsidiary by way of security for money lent, guaranteed or secured by it; and(c)to show the extent of the interests of persons other than shareholders and debenture holders of the holding company in the assets, net assets, capital reserves, revenue reserves and profits of the subsidiaries.23.Subject as aforesaid, the consolidated accounts shall, in giving the said information comply, so far as practicable, with the requirements of this Ordinance as if they were the accounts of an actual company.24.Sections 146 to 151 inclusive of this Ordinance shall not, by virtue of the two last foregoing paragraphs, apply for the purpose of the consolidated accounts.25.Paragraph 8 of this Schedule shall not apply for the purpose of any consolidated accounts laid before a company with the first balance sheet so laid after the coming into operation of this Ordinance.26.In relation to any subsidiaries of the holding company not dealt with by the consolidated accounts(a)sub-paragraphs (2) and (3) of paragraph 20 of this Schedule shall apply for the purpose of those accounts as if those accounts were the accounts of an actual company of which they were subsidiaries; and(b)there shall be annexed the like statement as is required by sub-paragraph (4) of that paragraph where there are no group accounts, but as if references therein to the holding company's accounts were references to the consolidated accounts.27.In relation to any subsidiaries (whether or not dealt with by the consolidated accounts), whose financial years did not end with that of the company, there shall be annexed the like statement as is required by sub-paragraph (6) of paragraph 20 of this Schedule where there are no group accounts.Part IV – Interpretation of Schedule
28.For the purposes of this Schedule, unless the context otherwise requires(a)the expression "provision" shall, subject to sub-paragraph (2) of this paragraph, mean 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 of which the amount cannot be determined with substantial accuracy;(b)the expression "reserve" shall not, subject as aforesaid, include any amount written off or retained by way of providing for depredation, renewals or diminution in value of assets, or retained by way of providing for any known liability, or any sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation;and in this paragraph the expression "liability" shall include all liabilities in respect of expenditure contracted for and all disputed or contingent liabilities.(2)Where(a)any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets, not being an amount written off in relation to fixed assets before the commencement of this Ordinance; or(b)any amount retained by way of providing for any known liability;is in excess of that which in the opinion of the directors is reasonably necessary for the purpose, the excess shall be treated for the purposes of this Schedule as a reserve and not as a provision.29.For the purposes aforesaid, the expression "quoted investment" means an investment as respects which there has been granted a quotation or permission to deal on a stock exchange in Seychelles or on a recognised overseas stock exchange, and the expression "unquoted investment" shall be construed accordingly.30.For the purposes aforesaid, the expression "industrial property rights" means patents, trade marks, designs, concessions or grants having a similar operation to patents, trade marks and designs, and inventions, processes and applications of materials which, although not patented, are protected by contractual arrangements, confidential communication or otherwise.31.For the purposes aforesaid, a loan shall be deemed to fall due for repayment, and an instalment of a loan shall be deemed to fall due for payment, on the earliest date on which the lender could require repayment or, as the case may be, payment, if he exercised all options and rights available to him.Seven Schedule (Section 330)
Fees to be paid to the registrar of companies
| 1. For registration of company where the nominal share capital is SCR5,000 or less | SCR1,000 |
| 2. For registration of a company where the nominal share capital exceed SCR5,000 but does not exceed SCR25,000 | SCR1,500 |
| 3. For registration of a company where the nominal shared capital exceed SCR25,000 but does not exceed SCR250,000 | SCR2,000 |
| 4. For registration of a company where the nominal share capital exceed SCR250,000 but does not exceed SCR1,000,000 | SCR3,000 |
| 5. For registration of a company where the nominal share capital exceed SCR1,000,000 | the aggregate of half percent of the amount of the nominal capital plus SCR5,000 |
| 6. For registering of a particular overseas company under section 310 (1) | SCR5,000 |
| 7. For inspecting the file of documents kept by the Registrar in respect of each company | SCR25 |
| 8. For a copy of any document or part thereof | SCR10 |
| 9. For a certificate issued by the Registrar | SCR100 |
| 10. For preparing a record required or authorised to be recorded by the Registrar | SCR100 |
Eighth Schedule
Repeals
| Short Title of Enactment | Extent of Repeal |
|---|
| The Commercial Code (Code de Commerce). | Articles 29 to 37 inclusive, 40 and 45 |
| The Companies (Designation) Ordinance | The whole Ordinance |
| The Oversea Corporations Ordinance, 1959 | The whole Ordinance |
| The Civil and Commercial Pledges (Amendment) Ordinance, 1965 | In section 5 the words, “shares and debentures in a company or”, the words “shares or debentures or", the words “Shares, debentures or” and in the marginal note thereto the words “shares, debentures and”. |
| The Land Registration Ordinance, 1965 | In section 73(1) the words “or order” wherever they appear |
| The Companies (Debentures and Floating Charges) Ordinance, 1970 | Sections 4 to 11 inclusive, and sections 14, 17, 18, 19, 20(2) and 22. |
