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Companies Act 1948

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Part IIForm

ANNUAL RETURN of ______________________ Limited, made up to the _________________ day of __________________ ,19_____ (being the fourteenth day after the date of the annual general meeting for the year 19____ ).

1Address. (Address of the registered office of the company.)

2Situation of Registers of Members and Debenture-holders.

(a)(Address of place at which the register of members is kept, if other than the registered office of the company.)

(b)(Address of any place in Great Britain other than the registered office of the company at which is kept any register of holders of debentures of the company or any duplicate of any such register or part of any such register which is kept outside Great Britain.)

3Summary 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.

NumberClass
Number of shares of each class taken up to the date of this return (which number must agree with the total shown in the list as held by existing members).shares
shares
shares
shares
Number of shares of each class issued subject to payment wholly in cash.shares
shares
shares
shares
Number of shares of each class issued as fully paid up for a con-sideration other than cash.shares
shares
shares
shares
Number of shares of each class issued as partly paid up for a consideration other than cash and extent to which each such share is so paid up.shares
issued as paid up to the extent of £___per share.
snares
issued as paid up to the extent of £___per share.
shares
issued as paid up to the extent of £___per share.
shares
issued as paid up to the extent of £___per share.
Number of shares (if any) of each class issued at a discount.shares
shares
shares
shares
Amount of discount on the issue of shares which has not been written off at the date of this return.£ ___________
NumberClass
shares
Upon the number £ ___ per share on.shares
Of shares of £ ___ per share on.shares
each class. £ ____per share onshares
Total amount of calls received, including pay-ments on application and allotment and any sums received on shares forfeited.£______
NumberClass

Total amount (if any)" agreed to be considered as paid on number of shares of each class issued as fully paid up for a consideration other than cash.

£____ on

shares
shares
shares
shares
Total amount (if any)" agreed to be considered as paid on number of shares of each class issued as partly paid up for a consideration other than cash.

£____ on

shares
shares
shares
shares
Total amount of calls unpaid£_______________
Total amount of the sums (if any) paid by way of commission in re-spect of any shares or debentures.£_______________
Total amount of the sums (if any) allowed by way of discount in respect of any debentures since the date of the last return.£________________
NumberClass
Total number of shares of each class forfeited.shares
shares
shares
shares
Total amount paid (if any) on shares forfeited.£________________
Total amount of shares for which share warrants to bearer are outstanding.£________________
Respectively since the date of the last return last return.Issued : £_____________
Surrendered: £_____________
Number of shares comprised in each share warrant to bearer, specifying in the case of warrants of different kinds, particulars of each kind._____________
Total amount of indebtedness of the company in respect of all mortgages and charges which are required (or, in the case of a company registered in Scotland, which, if the company had been registered in England, would be required) to be registered with the registrar of companies under the Companies Act, 1948, or which would have been required so to be registered if created after 1st July, 1908.£_____________

5List of Past and Present Members List of persons holding shares or stock in the company on the fourteenth day after the annual general meeting for 19, and of persons who have held shares or stock therein at any time since the date of the last return, or in the case of the first return, of the incorporation of the company.

Folio in register ledger containing particularsNames and addresses

Number of shares held by existing members at date of return(1) (2)

Account of SharesRemarks

Particulars of shares transferred since the date of the last return, or, in the case of the first return, of the incorporation of the company, by (a) persons who are still members and (b) persons who have ceased to be members(3)

Number(2)

Date of registration of transfer
(a)(b)

Notes 1. If the return for either of the two immediately preceding years has given as at the date of that return the full particulars required as to past and present members and the shares and stock held and transferred by them, only such of the particulars need be given as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date or to changes as compared with that date in the amount of stock held by a member. 2. If the names in the list are not arranged in alphabetical order, an index sufficient to enable the name of any person to be readily found must be annexed.

6Particulars of Directors and Secretaries Particulars of the persons who are directors of the company at the date of this return

Name. (In the case of an individual, present Christian name or names and surname. In the case of a corporation, the corporate name.)Any former Christian name or names and surname.NationalityUsual residential address. (In the case of a corporation, the registered or principal office.)Business occupation and particulars of other directorships.Date of birth.

Particulars of the person who is secretary of the company at the date of this return

Name.

(In the case of an individual, present Christian name or names and surname. In the case of a corporation or a Scottish firm, the corporate or firm name.)

Any former Christian name or names and surname.Usual residential address. (In the case of a corporation or Scottish firm, the registered or principal office.)

Signed ________________________, Director. Signed _________________________ , Secretary. Notes. " Director " includes any person who occupies the position of a director by whatsoever name called, and any person in accordance with whose directions or instructions the directors of the company are accustomed to act. " Christian name " includes a forename, and " surname ", in the case of a peer or person usually known by a title different from his surname, means that title. " Former Christian name " and " former surname " do not include—

(a)in the case of a peer or a person usually known by a British title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or

(b)in the case of any person, a former Christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than twenty years ; or

(c)in the case of a married woman the name or surname by which she was known previous to the marriage. The names of all bodies corporate incorporated in Great Britain of which the director is also a director, should be given, except bodies corporate of which the company making the return is the wholly-owned subsidiary or bodies corporate which are the wholly-owned subsidiaries either of the company or of another company of which the company is the wholly-owned subsidiary. A body corporate is deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries and its or their nominees. If the space provided in the form is insufficient, particulars of other directorships should be listed on a separate statement attached to this return. Dates of birth need only be given in the case of a company which is subject to section 185 of the Companies Act, 1948, namely, a company which is not a private company or which, being a private company, is the subsidiary of a body corporate incorporated in the United Kingdom which is neither a private company nor a company registered under the law relating to companies for the time being in force in Northern Ireland and having provisions in its constitution which would, if it had been registered in Great Britain, entitle it to rank as a private company. Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated.(4)Delivered for filing by ________________________________________ Certificates and other Documents accompanying Annual Return

Certificate to be given by a Director and the Secretary of every Private Company (whether an Exempt Private Company or not)

We certify that the company has not since the date off(5)the incorporation of the company/the last annual return] issued any invitation to the public to subscribe for any shares or debentures of the company. Signed ________________________________, Director. Signed________________________________ , Secretary

Further Certificate to be given as aforesaid if the Number of Members of the Company exceeds Fifty

We certify that the excess of the number of members of the company over fifty consists wholly of persons who, under paragraph (b) of subsection (1) of section twenty-eight of the Companies Act, 1948, are not to be included in reckoning the number of fifty. Signed. ________________________________, Director. Signed. _________________________________, Secretary.

Certified copies of Accounts

Except where the company is either an exempt private company as defined by section 129 (4) of the Companies Act, 1948, which sends with this return a certificate in the form set out below or an assurance company which has complied with the provisions of section 7 (4) of the Assurance Companies Act, 1909, there must be annexed to this return a written copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet laid before the company in general meeting during the period to which this return relates (including every document required by law to be annexed to the balance sheet) and a copy (certified as aforesaid) of the report of the auditors on, and of the report of the directors accompanying, each such balance sheet. If any such balance sheet or document required by law to be annexed thereto is in a foreign language there must also be annexed to that balance sheet a translation in English of the balance sheet or document certified in the prescribed manner to be a correct translation. If any such balance sheet as aforesaid or document required by law to be annexed thereto did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets or. documents aforesaid, as the case may be, there must be made such additions to and corrections in the copy as would have been required to be made in the balance sheet or document in order to make it comply with the said requirements, and the fact that the copy has been so amended must be stated thereon.

Additional Certificate to be given in the case of an Exempt Private Company by the Persons signing the above-mentioned Certificates

We certify that, to the best of our knowledge and belief, the conditions mentioned in subsection (2) of section one hundred and twenty-nine of the Companies Act, 1948, are satisfied at the date of this return and have been satisfied at all times since________________________________.(6)Signed. ________________________________ , Director. Signed ________________________________ , Secretary

Banking Companies

A banking company, in order to avail itself of the benefit of s. 432 of the Companies Act, 1948, must add to this return a statement of the names of the several places where it carries on business.

(1)

The aggregate number of shares held by each member must be stated, and the aggregates must be added up so as to agree with the number of shares stated in the Summary of Share Capital and Debentures to have been taken up.

(2)

When the shares are of different classes these columns should be sub-divided so that the number of each class held, or transferred, may be shown separately. Where any shares have been converted into stock the amount of stock held by each member must be shown.

(3)

The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the " Remarks " column immediately opposite the particulars of each transfer.

(4)

This should be printed at the bottom of the first page of the return.

(5)

In the case of the first return strike out the second alternative. In the case of a second or subsequent return strike out the first alternative.

(6)

Insert ' 1st July, 1948 " (the date of the commencement of the Companies Act, 1948) or, if the company was registered after that date, the date on which it was registered, or, if the proviso to s. 129 (1) of the Companies Act, 1948, has effect in relation to the return, the time at which it was shown to the Board of Trade that the conditions mentioned in the certificate were satisfied.

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