PART II REPORTS TO BE SET OUT 1. Where it is proposed to acquire a business, a report made by accountants, who shall be named in the statement, upon— (a) the profits or losses of the business in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and (b) the assets and liabilities of the business at the last date to which the accounts of the business were made up. 2. (1) Where it is proposed to acquire shares in a body corporate which by reason of the acquisition or anything to be done in cons equence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants, who shall be named in the statement, with respect to the profits and losses and assets and liabilities of the other body corporate in accordance with subparagraph (2) or (3) as the case requires, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have fallen to be made in r elation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired. (2) If the other body corporate has no subsidiaries, the report referred to in subparagraph (1) shall — (a) so far as regards profits and losses, deal with the profits or losses of the body corporate in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; (b) so far as regards assets and liabilities, deal with the assets and liabilities of the body corporate at the last date to which the accounts of the body corporate were made up. (3) If the other body corporate has subsidiaries, the report referred to in subparagraph (1) shall— (a) so far as regards profits and losses, deal separately with the other body corporate’s profits or losses as provided by subparagraph (2), and in addition deal — (i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the other body corporate; or (ii) individually with the profits or losses of each subsidiary, so far as they concern members of the other body corporate; or, instead of dealing separately with the other body corporate’s profits or losses, deal as a whole with the profits or losses of the other body corporate and, so far as they concern members of the other body corporate, with the combined profits or losses of its subsidiaries; (b) so far as regards assets and liabilities, deal separately with the other body corporate’s assets and liabilities as provided by subparagraph (2) and, in addition, deal either— (i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the other body corporate’s assets and liabilities; or (ii) individually with the assets and liabilities of each subsidiary; and shall indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company. PART III P ROVISIONS APPLYING TO P ARTS I AND II OF THIS SCHEDULE 3. In this Schedule the expression “vendor” includes a vendor as defined in Part III of the Fourth Schedule and the expression “financial year” has the meaning assigned to it in that Part of that Schedule. 4. If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than five years, the accounts of the business or body corporate have only been made up in respect of four years, three years, two years or one year, Part II of this Schedule shall have effect as if references to four years, three years, two years or one year, as the case may be, were substituted for references to five years. 5. Any report required by Part II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to t he person making the report necessary or shall make those adjustments and indicate that adjustments have been made. 6. Any report by accountants required by Part II of this Schedule shall not be made by any accountant who is an officer or servant, or a partner or employer of or in the employment of an officer or servant, of the company or of the company’s subsidiary or holding co mpany or of a subsidiary of the company’s holding company; and for the purposes of this paragraph the expression “officer” shall include a proposed director but not an auditor. SIXTH SCHEDULE (Sections 123, 355 and 361) FORM OF ANNUAL R ETURN OF C OMPANY THE COMPANIES ACT [Chapter 24:03 ] FORM OF ANNUAL R ETURN OF A COMPANY Annual Return of the ................................................................................................................................................. Company, Limited, made up to the date of the Annual General Meeting. Date of Meeting .................................... (Adjourned to ............................................................................................................) The address of the registered office of the company is: — ..................................................................................................................................................................................................... The address at which the register of members is kept (if not kept at the registered office): — ..................................................................................................................................................................................................... ..................................................................................................................................................................................................... A. Summary of Share Capital and Debentures (a) Nominal Share Capital Nominal share capital $........................................................................... divided into: (Insert number and class) .................. ........................................... shares of ........................................... each .................. ........................................... shares of ........................................... each .................. ........................................... shares of ........................................... each .................. ........................................... shares of ........................................... each (b) Issued Share Capital and Debentures Number Class Number of shares of each class taken up to the date of this return. ..................................... ................................ shares ..................................... ................................ shares