773

SECRETARIAL PRACTICE

Part III.
ProvisioNs APPLYING TO PARTS I AND II oF SCHEDULE.
1. The provisions of this Schedule with respect to the memoran-
dum and the qualification, remuneration and interest of directors
the names, descriptions and addresses of directors or proposed
directors, and the amount or estimated amount of the preliminary
expenses, shall not apply in the case of a prospectus issued more
than two years after the date at which the company is entitled to
commence business.
2. 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 company, 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 to be paid or satisfied wholly or in
part out of the proceeds of the issue offered for subscription
by the prospectus;
the contract depends for its validity or fulfilment on the
result of that issue.

(c)

3. Where any property to be acquired by the company 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.
4. For the purposes of paragraph 8 of Part I of this Schedule
where the vendors or any of them are a firm, the members of the
firm shall not be treated as separate vendors.

5. Ifin the case of a company which has been carrying on business
or of a business which has been carried on for less than three years,
the accounts of the company or business have only been made
ap in respect of two years or one year, Part II of this Schedule shall
have effect as if references to two years or one year, as the case
may be. were substituted for references to three vears.

6. The expression ‘‘financial year” in Part II of this Schedule
means the year in respect of which the accounts of the company
or of the business, as the case may be, are made up, and where by
reason of any alteration of the date on which the financial yea:
of the company or business terminates the accounts of the company
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 the said Part
of this Schedule be deemed to be a financial year.