THE FOURTH SCHEDULE
[See rule 20(6)]

Presented pursuant to section 8 of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (Ordinance No. XXXI of 1980).

Matters to be specified in prospectus and Reports to be set out therein.

1. The name of Modaraba.

2. Principal place of business and branches, if any.

3. The name of the modaraba company and the address of its registered office.

4. The names, occupations, other directorships and addresses of the directors of the modaraba company.

5. Description of the business of modaraba company.

6. Type of Modaraba, i.e.

(a) Multipurpose modaraba or Specified purpose modaraba.

(b) Modaraba for a definite time or modaraba for an indefinite time.

7. Description of business to be undertaken by modaraba and its prospectus.

8. (a) Amount of modaraba;

(b) Divided into............................................Modaraba Certificates of Rs............................each to be issued at Rs..............................................each.

(c) Details of calls to be made, if applicable.

9. Mode of distribution of profits.

10. The amount to be subscribed by the modaraba company, its directors and officers in their own name.

11. Name and address of the underwriters, if any, giving salient features of the agreement and the opinion of the Board of Directors of the Modaraba company that the resources of underwriters are sufficient to discharge their obligations.

12. The form of Modaraba Certificate.

13. The names and addresses of the auditors of the modaraba and that of modaraba company.

14. Particulars as to-

(a) the minimum amount which, in the opinion of the directors of the modaraba company must be raised by the issue of modaraba certificates in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance or the sums, required to be provided in respect of each of the following matters:

(i) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;

(ii) any preliminary expenses payable by the modaraba and any commission so payable to any person in consideration of his agreeing to subscribe for or of his procuring or a agreeing to procure subscriptions for, any certificate in the modaraba;

(iii) the repayment of any moneys borrowed by the modaraba company in respect of any of the foregoing matters;

(iv) working Capital; and

(b) the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.

15. The date and time of the opening and closing of the subscription lists.

16. The amount payable on application and allotment on each certificate and, in the case of a second or subsequent offer of certificates, the amount offered for subscription on each previous allotment made within the two preceding years the amount actually allowed, and the amount, if any, paid on the certificates so allotted.

17. The number, description and amount of any certificate in the modaraba which any person has, or is entitled to be given, an option to subscribe for together with the following particulars of the option, that is to pay-

(a) the period during which it is exercisable ·
(b) the price to be paid for certificates subscribed for under it;
(c) the consideration (if any) given or to be given for it or for the right to it;
(d) the names and addresses of the persons to whom it or the right to it was given.

18. The number and amount of certificates which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those certificates have been issued or are proposed or intended to be issued.

19. (1) As respects any property to which this paragraph applies-

(a) the names and addresses of the vendors;
(b) the amount payable in cash or certificates to the vendor and, where there is more than one separate vendor, or the modaraba is a sub-purchase, the amount so payable to each vendor;
(c) short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the modaraba or any person who is, or was at the time of the transaction, a promoter or a director or proposed directors of the modaraba company had any interest direct or indirect;

(2) The property to which this paragraph applies is property purchased by the modaraba or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than property-

(a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the modaraba business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or

(b) as respects which the amount of the purchase money is not material.

20. The amount, if, paid or payable as purchase money in cash or certificates for any property to which the last foregoing paragraph applies, specifying the amount if any, payable for goodwill.

21. The amount, if any, paid within the two preceding years, or payable as commission for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any certificates of the modaraba and the rate of any such commission.

22. The amount or estimated amount or preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable.

23. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to the modaraba company and consideration for the payment or the giving of the benefit.

24. The dates of, parties to and general nature of every material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the modaraba or a contract entered into more than two years before the date of the prospectus.

25. Full particulars of the nature and extent of the interest, if any, of modaraba company and its directors and officers in the promoting or in the property proposed to be acquired by, the modaraba, or, where the interests of such a director or officer of the modaraba company consists in being partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or certificates or otherwise by any person either for services rendered by him or by the firm in connection with the promotion or formation of the modaraba.

26. In the case of a modaraba which has been carrying on business, or of a business which has been carried on for less than three years, the length of time during which the business of the modaraba or the business to be acquired, as the case may be, has been carried on.

(1) A report by the auditors of the modaraba with respect to:-

(a) profits and losses and assets and liabilities, in accordance with sub-paragraph (2) or (3) of this paragraph, as the case requires; and

(b) the rates of the distribution of profit including bonus certificates, if any paid by the modaraba in respect of each of the five financial years immediately preceding the issue of the prospectus, giving particulars of distribution of profits, and if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, containing a statement of that fact.

(2) If the modaraba has no subsidiaries, the report shall-

(a) so far as regards profits and losses, deal with the profits or losses of the modaraba in respect of each of the five financial years immediately preceding the issue of the prospectus; and

(b) so far as regards assets and liabilities, deal with the assets and liabilities of the modaraba at the last date to which the accounts of the modaraba were made up.

(3) If the modaraba has subsidiaries, the report shall-

(a) so far as regards profits and losses, deal separately with the modaraba's profits or losses as provided by the last foregoing sub-paragraph, and in addition, deal either-

(i) as a whole with the combined profits or losses of each subsidiary, so far as they concern certificate holders of modaraba; or

(ii) individually with the profits or losses of each subsidiary, so far as they concern certificate holders of the modaraba or, instead of dealing separately with the modaraba's profits or losses, deal as a whole with the profits or losses of the modaraba and, so far as they concern certificate-holders of the modaraba with the combined profits.

(b) so far as regards asset and liabilities, deal separately with' the modaraba's assets and liabilities as provided by the last foregoing sub-paragraph and, in addition, deal either-

(i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the modaraba's assets and liabilities; or

(ii) individually with the assets and liabilities of each subsidiary, and shall indicate as respects of the assets and liabilities of the subsidiaries the allowance to be made for persons other than certificate-holders of the modaraba.

28. If the proceeds, or any part of the proceeds, of the issue of the certificates are or is to be applied directly or indirectly in the purchase of any business, a report made by auditors (who shall be named in the prospectus) upon-

(a) the profits or losses of the business in respect of the each of the five financial years immediately preceding the issue of the prospectus; and

(b) the assets and liabilities of the business at the last date to which the accounts of the business were made up.

29. (1) If-

(a) the proceeds, or any part of the proceeds, of the issue of the certificates are or is to be applied directly or indirectly in an manner resulting in the acquisition by the modaraba of shares any modaraba certificates in any other body corporate;

(b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith that body corporate will become a subsidiary of the modaraba;

a report made by auditors (who shall be named in the prospectus) upon-

(i) the profits or losses of the other body corporate in respect of each of the five financial years immediately preceding the issue of the prospectus; and

(ii) the assets and liabilities of the body corporate at the last date of which the accounts of the body corporate were made up.

(2) The said report shall indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares or certificates to be acquired, have concerned certificate-holders and what allowance would have fallen to be made in relation to assets and liabilities so deal with, for holders of other shares, or certificates if the modaraba at all material times held the. shares or certificates to be acquired.

30. Paragraphs 22 (so far as it relates to preliminary expenses) and 15 of this Schedule shall not apply in the case of a prospectus issued more than two years after the date at which the modaraba was floated.

31. Every person shall for the purposes of this Schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the modaraba in any case where-

(a) the purchase money is not fully paid at the date of the issue of the prospectus;

(b) the purchase money is be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus;

(c) the contract depends for its validity of fulfillment on the result of that issue.

32. Where any property to be acquired by the modaraba is to be taken on lease, this Schedule shall have effect as if the expression "vendor" included the lessor, and the expression "purchase money" included the consideration for the lease and the expression "sub-purchaser" included a sub-lessee.

33. Reference in paragraph 17 of this Schedule to subscribing for certificates shall include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.

34. For the purpose of paragraph 19 of the schedule where the vendors or any of them are a firm, the members of the firm shall not be treated as separate vendors.

35. If in the case of a modaraba which has been carrying on business, or of a business which has been carried on for less than five years, the accounts of the modaraba or business 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 reference to four years, three years, two years or one year as the case may be, were substituted for references to five years.

36. The expression "financial year" in Part II of this Schedule means the year in respect of which the accounts of the modaraba or of the business as the case may be, are made up and where by reason of alteration of the date on which the financial year of the modaraba or business terminates the accounts of the modaraba or business have been made up for a period greater or less than a year that greater or less period shall for the purpose of that Part of this Schedule be deemed to be a financial year.

37. 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 deal with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.

38. Any report by auditors required by Part II of this Schedule shall be made by auditors qualified under the Ordinance and Rules for appointment as auditors of modaraba and shall not be made by any auditor who is an officer or employee, or a partner of or in the employment of an officer or employee, of the modaraba or modaraba company.