Companies Act C

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Document Information:

Year: 1967
Country: Lesotho
Language: English
Document Type: Domestic Law or Regulation
Topic: CSO Framework Legislation

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202. (1) The court may, at any time after making a
winding-up order, make such order for inspection of the books and
papers of the company by creditors and contributories as the court
thinks just, and any books and papers in the possession of the
company may be inspected by creditors or contributories accordingly
but not further or otherwise.

(2) Nothing in this section shall be taken to exclude or
restrict any statutory rights of a government department or of a
person acting under the authority of a government department.

203. (1) When the affairs of a company have been
completely wound up, the court shall upon the application of the
Master make an order that the company be dissolved from the date of
the order, and the company shall be dissolved accordingly.

(2) A copy of the order shall forthwith be transmitted by
the Registrar of the court –

(a) to the Registrar, who shall make a minute in his
books of the dissolution of the company and shall publish notice
thereof in the Gazette; and
(b) to the Master.

(3) An application made by the Master under this section
may be by way of a report submitted to the court through the
Registrar thereof.

(4) Notwithstanding any dissolution in terms of this
section, in the event of any property thereafter becoming available
which would have accrued to the company if not dissolved the
Master shall give instructions for the realisation thereof and for the
distribution of the proceeds, less the cost of the realisation and
distribution to such persons as would have been entitled thereto in the
winding up; and the same shall apply to any moneys becoming so
available.

204. (1) The court may, after it has made a winding-up
order, summon before it any officer of the company or person known
or suspected to have in his possession any property of the company
or supposed to be indebted to the company, or any person whom the
court deems capable of giving information concerning the promotion,
formation, trade, dealings, affairs, or property of the company.
(2) The court may examine him on oath, either orally or
be written interrogatories, and may reduce his answers to writing and
require him to sign them.

(3) The court may require him to produce any books and
papers in his custody or power relating to the company, but where he
claims any lien on books or papers produced by him, the production
shall be without prejudice to such lien, and the court shall have
jurisdiction in the winding up to determine all questions relating to
that lien.

(4) If any person so summoned, after being tendered a
reasonable sum for his expenses, fails to come before the court at the
time appointed without reasonable excuse, made known to the court
at the time of its sitting and allowed by it, the court may cause him to
be apprehended and brought before the court for examination.

205. (1) When an order has been made for winding up a
company by the court, and the Master has made a report under this
Act, showing that in his opinion a fraud has been committed by any
person in the promotion or formation of the company, or by a
director or officer of the company, in relation to the company or any
creditor thereof since its formation, the court may direct that any
person who has taken part in the promotion or formation of the
company, or has been a director or officer of the company, shall
attend before the court on a day appointed by the court for that
purpose, and be publicly examined as to the promotion or formation,
or the conduct of the business of the company, or as to his conduct
and dealings as director or officer thereof.

(2) The Master may take part in the examination, and
for that purpose may employ an attorney or counsel.

(3) The liquidator, and any creditor of contributory, may
also take part in the examination, either personally or by attorney or
counsel.

(4) The person ordered to be examined on oath and shall
answer all such questions as the court may put or allow to be put to
him notwithstanding that any answer may tend to incriminate him.

(5) A person ordered to be examined under this section
shall, before his examination, be furnished at his request with a copy
of the Master’s report, and may at his own cost employ an attorney or
counsel, who shall be a t liberty to put to him such questions as the
court may deem just for the purpose of enabling him to explain or
qualify any answers given by him:

Provided that, if he is, in the opinion of the court, exculpate from any
charges made or suggested against him, the court may allow him
such costs as in its discretion it may think fit.

(6) Notes of the examination shall be taken down in writing,
and shall be read over to or by and signed by the person examined,
and may thereafter be used in evidence against him, and shall be
open to the inspection of any creditor or contributory at all
reasonable times.

206. The court, at any time before or after making a
winding-up order, on proof that there is reason to believe that a
contributory is about to quit Lesotho or otherwise to abscond, or to
remove or conceal any property for the purpose of evading payment
of call or of avoiding examination respecting the affairs of the
company, may cause the contributory to be arrested, and his books
and papers and movable property to be seized, and him and them to
be safely kept until such time as the court may order.

207. Any powers by this Act conferred on the court shall
be deemed to be in addition to and not in restriction of any existing
powers of instituting proceedings against any contributory or debtors
of the company, or the estate of any contributory or debtor, for the
recovery of any call or other sums.

Appeal from Orders

208. An appeal from any order or decision made or given
fro or in the winding up of a company by the court under this Act
shall lie in the same manner and subject to the same conditions as an
appeal from any order or decision of the court in cases within its
ordinary jurisdiction

Voluntary Winding up of Company

209. A company may be wound up voluntarily –

(a) when the period, if any, fixed for the duration of the
company by the article expires, or the event, if any, occurs on the
occurrence of which the articles provide that the company is to be
dissolved, and the company in general meeting has passed a
resolution requiring the company to be wound up voluntarily.

(b) if the company resolves by special resolution that the
company be wound up voluntarily.

210. (1) When a company has passed a resolution for
voluntary winding up, it shall, within fourteen days after the passing
thereof –

(a) give notice of the resolution by advertisement in the
Gazette;
(b) give written notice of the resolution to the Master, to
the Registrar and, if any right in immovable property within Lesotho
appears to be an asset of the company, to the Registrar of Deeds.

(2) If default is made by a company in complying with
the requirements of this section, the company and every officer of the
company who is in default, shall be guilty of an offence and liable on
conviction to a fine not exceeding ten rand for every day during
which the offence continues and for the purposes of this sub-section
the liquidator of the company shall be deemed to be an officer of the
company.

211. A voluntary winding up shall be deemed to
commence at the time of the passing of the resolution for voluntary
winding up.

212. When a company is wound up voluntarily the
company shall, from the commencement of the winding up, cease to
carry on its business, except in so far as may be required for the
beneficial winding up thereof:

Provided that the corporate state and corporate powers of the
company shall, notwithstanding anything in its articles, continue until
it is dissolved.

Provision and Effect of Security for Payment of Debts

213. (1) If it is proposed to wind up a company voluntarily,
the directors of the company may, prior to the date of the notices of
the meeting at which the resolution for the winding up of the
company is to be proposed, furnish security to the satisfaction of the
Master for the payment of the debts of the company within a period
not exceeding twelve months from the commencement of the
winding up, and may recover from the company any costs reasonably
incurred by them in furnishing such security:

Provided that the Master may dispense with such security if
the majority of the directors of the company furnish him with a
sworn statement supported by a certificate from the auditors of the
company that the company has no liabilities.

(2) A winding up in the case of which such security has
been furnished or dispensed with in accordance with this section is in
this Act referred to as a members’ voluntary winding up, and a
winding up in the case of which security has neither been furnished
nor dispensed with as aforesaid is in this Act referred to as a
creditor’s voluntary winding up.

Provisions Specially Applicable to a Member’s
Voluntary Winding up

214. The provisions contained in sections two hundred
and fifteen to two hundred and seventeen, inclusive, shall apply in
relation to a members’ voluntary winding up.

215. (1) The company in general meeting shall, subject to
the provisions of section two hundred and forty-one, appoint one or
more liquidators for the purpose of winding up the affairs and
distributing the assets of the company, and may fix the remuneration
to be paid to him or them. If the company fails to fix the
remuneration, the provisions of section one hundred and ninety-
three shall apply.

(2) On the appointment of a liquidator in terms of this
section all the powers of the directors shall cease except so far as the
liquidator or the company in general meeting sanctions their
continuance.

(3) The liquidator may, without the sanction of the court,
exercise all the powers given by section one hundred and eighty-
eight to the liquidator in a winding up by the court, subject to such
directions as may be given by the company in general meeting.

216. (1) If a vacancy occurs by death, resignation or
otherwise in the office of liquidator appointed by the company, the

company in general meeting may, subject to the provisions of section
two hundred and fifteen, fill the vacancy.

(2) For that purpose a general meeting may be convened
by any contributory, or by the continuing liquidator or liquidators, if
any.

(3) The meeting shall be held in the manner prescribed
by the articles or in such manner as may, on application by any
contributory or by the continuing liquidator or liquidators, be
determined by the court.

217. (1) Where a company is proposed to be or is being
wound up voluntarily and the whole or part of its business or
property is proposed to be transferred or sold to another company,
whether registered under this Act or not (in this section called the
transferee company) the liquidator of the first-mentioned (in this
section called the transferor company) may, with the sanction of a
special resolution of that company conferring either a general
authority on the liquidator or an authority in respect of any particular
arrangement, receive in compensation or part compensation for the
transfer or sale, shares, policies, or other like interests in the
transferee company, for distribution among the members of the
transferor company, or may enter into any other arrangement
whereby the members of the transferor company may in lieu of
receiving cash, shares, policies or other like interests, or in addition
thereto, participate in the profits of or receive any other benefit from
the transferee company.

(2) Any sale or arrangement made in pursuance of this
section shall be binding on the members of the transferor company.

(3) If any member of the transferor company, who did
not vote in favour of the special resolution, expresses his dissent
therefrom in writing addressed to the liquidator and left at the
registered office of the company within seven days after passing of
the resolution, he may require the liquidator either to abstain from
carrying the resolution into effect or to purchase his interest at a price
to be determined by agreement or by arbitration under the provisions
of any law in force in Lesotho concerning arbitration.

(4) If the liquidator elects to purchase the member’s
interest, the purchase price shall be paid before the company is
dissolved, and be raised by the liquidator in such manner as may be
determined by special resolution.

(5) A special resolution shall not be invalid for the
purposes of this section by reason that it is passed before or
concurrently with a resolution for voluntary winding up or for
appointing liquidators, but if an order is made within a year for
winding up the company by the court, the special resolution shall not
be valid unless sanctioned by the court.

Provisions Specially Applicable to a Creditors
Voluntary Winding

218. The provisions contained in sections two hundred
and nineteen to two hundred and twenty-one, inclusive, shall
apply in relation to a creditors’ voluntary winding up.

219. (1) The company shall cause a meeting of the
creditors of the company to be summoned for the day, or the day next
following the day, on which thee is to be held the meeting at which
the resolution for voluntary winding up is to be proposed, and shall
cause the notices of the said meeting of creditors to be sent by post to
the creditors simultaneously with the sending of the notices of the
said meeting of the company.

(2) The company shall cause not less than seven days’
notice of the meeting of the creditors to be advertised once in the
Gazette and once at least in a newspaper circulating in the Gazette
and once at least in a newspaper circulating in the district where the
registered office or principal place of business of the company is
situate.

(3) The directors of the company shall –

(a) cause a full statement of the position of the
company’s affairs together with a list of the creditors of the company
and the estimated amount of their claims to be laid before the meting
of creditors to be held as aforesaid; and

(b) appoint one of their number to preside at the said
meeting, and it shall be his duty to do so.

(4) If the meeting of the company, at which the
resolution for voluntary winding up is to be proposed, is adjourned
and the resolution is passed at an adjourned meeting, any resolution
passed at the meeting of the creditors held in pursuance of sub-
section (1) of this section shall have effect as if it had been passed
immediately after the passing of the resolution for winding up the
company.

(5) If default is made –

(a) by the company in complying with sub-section (1) or
(2) of this section.

(b) by any director of the company in complying with
sub-section (3) of this section.

The company or director, as the case may be, shall be guilty of an
offence and liable on conviction to a fine not exceeding two hundred
rand.

(6) The creditors and the company at their respective
meetings mentioned in this section may nominate a person to be
liquidator subject to the provisions of section two hundred and
forty-one for purpose of winding up the affairs and distributing the
assets of the company, and if the creditors and the company nominate

different persons, the person nominated by the creditors shall be
liquidator, subject to the provisions of section two hundred and
forty-one as aforesaid:

Provided that in the case of different persons being
nominated any director, member, or creditor of the company may,
within seven days after the date on which the nomination was made
by the creditors, apply to the court for an order directing that the
person nominated as liquidator by the company shall be liquidator
instead of or jointly with the person nominated by the creditors, or
appointing some other person to be liquidator instead of the person
appointed by the creditors, and the court may thereupon make such
order as it thinks fit.

(7) If a vacancy occurs by death resignation or otherwise
in the office of a liquidator appointed by the creditors on a creditors’
voluntary winding up, the vacancy shall be filled in the same manner
as is provided in sub-section (6) of this section.

(8) The provisions of section one hundred and ninety-
three shall apply to every liquidator appointed in a creditor’s
voluntary winding up.

220. (1) All the powers of the directors shall cease except
so far as the liquidator or the creditors of the company sanction their
continuance.

(2) The liquidator may, without the sanction of the court
and without requiring the authority of the contributories, exercise all
powers given by section one hundred and eighty-eight to the
liquidator in a winding up by the court, subject to such directions as
may be given by the creditors.

221. The provisions of section two hundred and
seventeen shall apply in the case of a creditors’ voluntary winding up
as in the case of a members’ voluntary winding up with the
modification that the powers of the liquidator under the said section
shall not be exercised save with the consent of three-fourths in
number and according to the value of their claims, of the creditors
present or represented at a meeting called by the liquidator for that
purpose and of which at least fourteen days’ notice has been given or
with the sanction of the court.

Provisions Applicable to Both Modes of
Voluntary Winding up

222. The provisions contained in sections two hundred
and twenty-three to two hundred and thirty-two, inclusive, shall
apply in relation to both modes of voluntary winding up.

223. The following consequences shall ensue on the
voluntary winding up of a company:-

(a) the property of the company shall, subject to the
provisions of section two hundred and fifty-six and unless the

articles otherwise provide, be distributed amongst the members
according to their rights and interest in the company;

(b) the liquidator may exercise the powers of the court
under this Act of settling a list of contributories and of making calls,
and shall adjust the rights of the contributories among themselves;

(c) the list of the contributories shall be prima facie
evidence of the liability of the persons named therein to be
contributories;

(d) when several liquidators are appointed, every power
hereby given may be exercised by such one or more of them as may
be determined at the time of their appointment, or, in default of such
determination, by any number not less than two;

(e) if from any cause whatever there is no liquidator
acting, the Master may, on the application of a contributory, or
creditor, and subject to the provisions of section two hundred and
forty-one, appoint a provisional liquidator.

224. In a voluntary winding up, every transfer of shares,
except transfers made to or with the sanction of the liquidator, and
every alteration in the status of the members of the company, made
after the commencement of the winding up, shall be void.

225. Every person appointed liquidator, whether alone or
jointly with any other person or persons, in a voluntary winding up
shall, within seven days after his appointment, lodge with the Master
a notice of his appointment in the prescribed form.

If he fails to comply with the requirement of this section he
shall be guilty of an offence and liable on conviction to a fine not
exceeding ten rand for every day during which the offence continues.

226. (1) In a voluntary winding up, all claims against the
company shall be proved to the satisfaction of the liquidator, by
affidavit, as nearly as may be in the form of and containing the
particulars prescribed by rules made under section three hundred
and eleven. If the claim is rejected by the liquidator, the claimant
may apply to the court by motion to set aside the rejection.

(2) The liquidator may with the approval of the Master
fix a time or times within which creditors of the company are to
prove their claims or to be excluded from any distribution under any
account lodged with the Master before those claims are proved.

227. (1) Any arrangement entered into between a
company about to be, or being, wound up voluntarily and creditors
shall, subject to any right of review under this section, be binding on
the company if sanctioned by a special resolution, and on the
creditors if acceded to be three-fourths in value of the creditors
present or represented at a meeting duly called by the liquidator for
that purpose.

(2) Any creditor or contributory may, within twenty-
eight days from the completion of the arrangement, bring it under
review by the court, and the court may thereupon, as it thinks fit,
amend, vary, set aside or confirm the arrangement.

228. In a voluntary winding up, meetings of creditors and
contributories shall, unless otherwise in this Act specially provided,
be convened and held in the manner prescribed by rules made under
section three hundred and eleven.

229. (1) Where a company is being wound up
voluntarily, the liquidator or any contributory or creditor of the
company may apply to the court to determine any question arising in
the winding up, or to exercise, as respects the enforcing of calls or
any other matter, all or any of the powers which the court might
exercise if the company were being wound up by the court.

(2) The court, if satisfied that the determination of the
question or the required exercise of power will be just and beneficial,
may accede wholly or partially to the application on such terms and
conditions as the court thinks fit, or may make such other order on
the application as the court thinks fit

230. (1) Where a company is being wound up
voluntarily, the liquidator may summon general meetings of the
company for the purpose of obtaining the sanction of the company by
special resolution or for any other purposes he may think fit.

(2) In the event of the winding up continuing for more
than six months, the liquidator shall summon a general meeting of
the company and a meeting of creditors each to be held within thirty
days after the expiration of the first six months from the
commencement of the winding up and within thirty days after the
expiration of each succeeding period of six months and shall lay
before the meeting an account of his acts and dealings and of the
progress of the winding up during the preceding period of six
months.

(3) If the liquidator fails to comply with sub-section (2)
of this section, he shall be guilty of an offence and liable on
conviction to a fine not exceeding ten rand for every day during
which the office continues.

231. Immediately after the confirmation of the final
account the Master shall give notice thereof in writing to the
Registrar, who shall forthwith register it, and on the expiration of
three months from the registration of the notice the company shall be
deemed to be dissolved, but without prejudice to the duties of the
liquidator or the powers of the Master under sections two hundred
and fifty-one and two hundred and fifty-two:

Provided that the court may, on the application of the
liquidator or of any other person who appears to the court to be
interested, make an order deferring the date at which the dissolution
of the company is to take effect from such time as the court thinks fit:

Provided further that, notwithstanding any dissolution as aforesaid, in
the even of any property thereafter becoming available the Master
shall give instructions for the realisation thereof and the distribution
of the proceeds, less the cost of realisation and distribution, to such
persons as would have been entitled thereto in the winding up; and
the same shall apply to any moneys becoming so available.

232. The voluntary winding up of a company shall not bar
the right of any creditor or contributory at any time before its
dissolution to have it wound up by the court, but in the case of an
application by a contributory the court shall be satisfied that the
rights of the contributory will be prejudiced by a voluntary winding
up.

Provisions Applicable to Every Mode of Winding up a
Company unable to pay its Debts

233. The provisions contained in sections two hundred
and thirty-four to two hundred and thirty-seven, inclusive, shall
apply in relation to a company being wound up and unable to pay its
debts.

234. (1) In every winding up of a company unable to pay
its debts, all the directors of the company, including, if the Master so
directs, any person who has been a director within a period of six
months preceding the date on which the winding up commenced,
shall, if required so to do by the Master in writing, attend the first and
second meetings of creditors and every adjourned first and second
such meetings.

The directors shall also attend any subsequent meeting of
creditors if required to do so by written notice from the liquidator.

(2) The Master or other officer in the public service who
is to preside or presides at any meeting of creditors may summon any
person, who is known or, on reasonable grounds, believed to be in
possession of any property which belongs or belonged to the
company or to be indebted to the company or any person who in the
opinion of the Master or such other officer may be able to give any
material information concerning the company or its affairs, whether
before or after the commencement of the winding up, to appear at
such meeting or adjourned meeting for the purpose of being
interrogated under section two hundred and thirty-five.

(3) The Master or such other officer may also summon
any person, who is known or, upon reasonable grounds, believed to
have in his possession, custody or under his control any book or
document containing any such information as is mentioned in sub-
section (2) of this section, to produce that book or document or an
extract therefrom at any such meeting of creditors.

(4) Any person summoned by the Master or other officer
in terms of sub-section (2) or (3) of this section who fails without
valid excuse.

(a) to attend any meeting to which he has been so
summoned; or

(b) to produce any book or document or extract from
any book or document in his possession, custody or control; shall be
guilty of contempt of the court.

235. (1) At any meeting of creditors of a company being
wound up and unable to pay its debts, the Master or other officer in
the public service presiding thereat may call and administer the oath
to any director and any other person present at the meeting, who was
or might have been summoned in terms of sub-section (2) of section
two hundred and thirty-four, and the Master, such other officer, the
liquidator and any creditor, who has proved a claim against the
company or the agent of any of them, may interrogate al person so
called and sworn concerning all matters relating to the company or its
business or affairs, whether before or after the commencement of the
winding up, and concerning any property belonging to the company:

Provided that the presiding officer shall disallow any
question which is irrelevant and may disallow any question which
would prolong the interrogation unnecessarily.

(2) In connection with the production of any book or
document in compliance with a summons issued under sub-section
(3) of section two hundred and thirty-four or at an interrogation of
a person under sub-section (1) of this section, the law relating to
privilege as applicable to a witness summoned to produce a book or
document or giving evidence in a court of law, shall apply:

Provided that a banker at whose bank the company in
question keeps or at any time kept an account, shall be obliged to
produce, if summoned to do so under sub-section (3) of section two
hundred and thirty-four, any cheque, promissory note or bill of
exchange in his possession which was drawn or accepted by the
company within one year before the commencement of the winding
up, or if any cheque, promissory note or bill of exchange so drawn is
not available, then any cheque, promissory note or bill of exchange
which may be available to him, or a copy of such a record and, if
called upon to do so, to give any other information available to him
in connection with such cheque, promissory note or bill of exchange
or the account of the company.

(3) The presiding officer shall reduce to writing or cause
to be reduced to writing the statement of any person given evidence
under this section.

(4) Any evidence given under this section shall be
admissible in any proceedings instituted against the person who gave
evidence.

(5) Any person called upon to give evidence under this
section may be represented at his interrogation by an accountant or
by an attorney or counsel.

(6) Any person summoned to attend a meeting of
creditors for the purpose of being interrogated under this section
(other than the directors or other officers of the company) shall be
entitled to such witness fees, to be paid out of the funds of the
company, as he would be entitled to if he were a witness in any civil
proceedings in a subordinate court.

(7) If any director or other officer of the company is
called upon to attend any meeting of creditors, he shall, if the Master
so approves and subject to a right of appeal to the court, be entitled to
an allowance out of the funds of the company to defray his necessary
expenses in connection with such attendance.

(8) Any person interrogated under the provisions of this
section who refuses, on any ground other than that the answer may
tend to incriminate him, to answer any question (save any question
which the presiding officer may see fit to disallow) put to him, shall
be guilty of contempt of court.

236. (1) Every disposition of its property which, if made
by an individual, could for any reason be set aside in the event of his
insolvency, may, if made by a company, be set aside in the event of
the company being wound up and unable to pay its debts, and the
provisions of the law relating to insolvent estates shall mutates
mutatis apply to any such disposition.

(2) For the purposes of this section the event which shall
be deemed to correspond with the sequestration order in the case of
an individual shall be –

(a) in the case of a winding up by the court, the presentation of the
petition, unless that winding up has superseded a voluntary winding
up, when it shall be the passing of the resolution to wind up the
company;

(b) in the case of a voluntary winding up, the passing of the resolution to
wind up.

(3) Any cession or assignment by a company of all its
property to trustees for the benefit of all its creditors shall be void.

237. In the case of every winding up of a company unable
to pay its debts a secured creditor and the liquidator shall have the
same right respectively to take over such creditor’s security as a
secured creditor and a trustee would have under the law relating to
insolvent estates.

Provisions Applicable to every Mode of Winding up

238. The provisions contained in sections two hundred
and thirty-nine to two hundred and sixty-three, inclusive, shall
apply in relation to every company being wound up by whatever
mode.

239. (1) Each of the following persons shall be
disqualified for being elected or appointed a liquidator of a company
that is being wound up:-

(a) an insolvent;

(b) a minor;

(d) a body corporate;

(e) a person declared under sub-section (2) of section
two hundred and forty to be incapacitated for appointment as
liquidator while such incapacity lasts;

(f) a person who is the subject of an order under this Act
disqualifying him as a director of any company;

(g) a person who has, by reason of misconduct, been
removed by the court from an office of trust;

(h) any person who, in order to obtain, or I return for the
vote of any creditor or contributory, or in order to exercise any
influence upon his election as liquidator of the company has –

(i) procured or allowed the wrongful insertion or omission of the name
of any person in or from any list or schedule by the Act required; or

(ii) procured or allowed the wrongful or inaccurate statement of the
claim of any creditor or contributory; or

(iii) directly or indirectly given or agreed to give any person any
consideration; or

(iv) offered or agreed with any person to abstain from investigating any
transactions of or relating to the company or of any of its officers; or

(v) been guilty of or allowed the splitting of claims in such manner as to
increase the number or value of votes of the person whose claim has
been so split;

(i) a person who has at any time been convicted (whether in Lesotho or
elsewhere) of theft, fraud, forgery or uttering a forged document or of
perjury and has been sentenced therefore to serve a term of
imprisonment without the option of a fine or to fine exceeding one
hundred rand.

(2) any person who in order to obtain or in return for the
vote of any creditor or contributory or in order to exercise any

influence upon his election as a liquidator of a company does nay of
the acts mentioned in sub-paragraph (i), (ii), (iii), (iv) or (v) of
paragraph (h) of sub-section (1) of this section shall be guilty of an
offence and liable on conviction to a fine not exceeding two hundred
rand or to imprisonment for a period not exceeding six months, or to
both such fine and such imprisonment.

(3) any person who procures or tries to procures or tries
to procure the appointment as liquidator of any person, knowing that
such person is disqualified for such appointment under the terms of
sub-section (1) of this section shall be guilty of an offence and liable
on conviction to a fine not exceeding two hundred rand or to
imprisonment for a period not exceeding two hundred rand or to
imprisonment for a period not exceeding six months, or to both such
fine and such imprisonment.

240. (1) The court, on the application of the Master or
any person have an interest in the winding up –

(a) may declare that any person proposed or appointed
as liquidator is disqualified under the provisions of section two
hundred and thirty-nine for holding the office and if he has been
appointed may remove him thererom;

(b) may remove any liquidator from his office upon any
of the following grounds:-

(i) ill-health or any other factor tending to interfere with the
performance of his duties as liquidator;

(ii) that he has accepted or offered or agreed to accept or has solicited
from any auctioneer, agent or other person employed on behalf of the
company any share of the commission or remuneration or of any
other benefit whatever accruing to such auctioneer, agent or other
person;

(iii) misconduct, including any failure to satisfy a lawful demand of the
Master or of a commissioner appointed by the court;

(iv) failure to perform any of the duties imposed on him by the Act; or

(v) any other good cause.

(2) The court may, in respect of any person removed by it –

(a) under the provisions of paragraph a) of sub-section (1) of this section
as a person disqualified for reasons set out in paragraph (h) of sub-
section (1) of section two hundred and thirty-nine; or

(b) under the provisions of sub-paragraphs (ii), (iii) or (iv) of paragraph
(b) of sub-section (1) of this section;

declare such person to be incapable of being appointed a liquidator,
under this Act during his lifetime or any other period.

(3) The Master shall given notice in the Gazette of the
removal of any liquidator from his lifetime or any other period.

241. (1) In every winding up a company each liquidator,
including a co-liquidator or a provisional liquidator, shall furnish
security to the satisfaction of the Master for the due performance of
his duties as such and shall choose some address for service within
Lesotho. Until he has complied with the foregoing conditions he
shall not be capable of acting as liquidator, co-liquidator or
provisional liquidator as the case may be; and if these conditions are
not complied with within a time to be fixed by the Master he shall be
deemed to have resigned his office:

Provided that no such security will be required in the case of
a member’s voluntary winding up if the company so resolves.

(2) The cost of giving the aforesaid security, provided it
is furnished in the prescribed form, if any, by a fidelity company or
an association approved by the Master, shall be a cost in the winding
up.

(3) When a liquidator has, in the course of winding up a
company, accounted to the Master to his satisfaction for any property
belonging to the company the Master may consent to a reduction of
the security mentioned in sub-section (1) of this section if he is
satisfied that the reduced security will suffice to indemnify the
company, its creditors and contributories against any
maladministration by the liquidator of the remaining property
belonging to the company.

242. (1) The master may, whenever he deems it
desirable, appoint a co-liquidator to act jointly with any other
liquidator.

(2) When two or more liquidators have been appointed
they shall act jointly in performing their functions as liquidators and
each of them shall be jointly and severally liable for every act
performed by them jointly.

(3) Every liquidator shall give the
Master such information and such access to and facilities for
inspecting the books and documents of the company and generally
such aid as may be requisite for enabling that officer to perform his
duties under this Act.

(4) The acts of a liquidator shall be
valid notwithstanding any defects that may afterwards be discovered
in his appointment or qualification.

244. The liquidator shall, as soon as
practicable, and unless with the consent of the Master, not later than
three months after the date of his appointment, submit to general
meetings of creditors and contributories a report –

(a) as to the amount of capital issued, subscribed and
paid up and the estimated amount of assets and liabilities;

(b) if the company has failed, as to the cause of the
failure;

(c) whether in his opinion further enquiry is desirable as
to any matter relating to the promotion, formation or failure of a
company or the conduct of its business;

(d) whether the company has kept the books and
accounts required by section one hundred and twelve, and if not in
what respect such requirement has not been complied with;

(e) as to the progress and prospects of the liquidation;
and

(f) as to any other matter which he may think fit or in
regard to which he may desire the directions of the creditors or the
contributories.

245. (1) From the beginning of his appointment and
during the whole period of his office the liquidator shall punctually
keep proper books and records of all transactions of the liquidation.

(2) The Master may at any time in writing order the
liquidator to produce the said books or records for inspection.

(3) Any creditor or contributory may, at all reasonable
times, personally or by his agent, but subject to the control of the
Master inspect such books or records.

Liquidator’s Accounts

246. (1) Every liquidator shall, unless he receives an
extension of time as hereinafter provided, frame and lay before the
Master, not later than six months after his appointment, an account of
his receipts and payments and a plan of distribution, or, if there is a
liability among creditors to
247.
248. contribute towards the costs in the winding up, a plan of
contribution apportioning their liability. If the account is not the
final account, the liquidator shall from time to time, and as the
Master may direct, but at least once in every six months (unless he
receives an extension of time), frame and lay before the Master a
further account and plan of distribution.

(2) The account shall be in the prescribed form,
shall be made in duplicate, shall be fully supported by vouchers,
including the liquidator’s bank statement or a certified extract from
his

Pages 153 – 204 with ausi Mookho

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 casy payment shall be made to any
members 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
as may seem expedient to the directors.

120. 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 tot he registered address of theholder or, inthe case of
joint holders, tot he registered address of that one of hte joint holders
who is first named onthe 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 bemade payable to the order of
the person to whom it is sent. Any one of two 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 jointholders.

121. No dividend shall bear interest against hte company.

Accounts

122. The directors shal cause proper books of account to be kept
with respect to-

123. The books of account shall be kept at the registered office of
the company, or, subject to section one hundred and twelve of the
Act, at such other place or places as the directors think fit, and shall
always be open tothe inspection fo the directors.

124. The directors shall from time to time, in accordance with this sections
one hundred and thirteen, one hundred and fourteen, and one hundred
and sixteen to one hundred

and nineteen inclusive of the Act, cause to be prepared and to be laid
before the company ing eneral meeting such profit and loss accounts
balance sheets, group accounts, if any, and reports as are referred to
in those sections.

126. A copy of every balance sheet (including every document
required by law to be annexed thereto) which is to be laid before the
company in general meeting, together witha copy of the auditors
report, shall not less than twenty-one days before the date of the
meeting be sent to every member of, and every holder of debentures
of, the company and to every person registered under regulation 31:
Provided that this regulation shall not require a copy of those
documents to be sent to any person of whose address the company is
not aware or to more than one of the joint holders of any shares or
debentures.

Capitalisation of Profits

127. The company in gneral meeting may upon the
recommendation of the directors resolve that it is desirable to
capitalise any part of the amount for the time being standing to the
credit of any of hte companys reserve accounts or to the credit of
the profit and loss account or otherwise available for distribution, and
accordingly that such sum be set free for distribution, and
accordingly that such sum be set free for distribution amongst
themembers who would have been entitled thereto if distributed by
way of dividend and inthe same proportions on condition that the
same be not paid in cash but be applied either in or towards paying
up any amonts for hte time being unpaid on any shares held by such
members respectively or paying up in full unissued shares or
debentures of hte company to be allotted and distributed credited as
fully paid up to and amongst such members inthe proportion
aforesaid, or partly in the one way and partly inthe other, and the
directors shall give effect to such resolution:

Provided that a share premium account and a capital redemption
reserve fund may, for the purposes of this regulation, only be applied
inthe paying up of unissued shares to be issued to members of hte
company as fully paid bonus shares.

128. Whenever such a resolution as aforesaid shall have been
passed the directors shall make all appropriations and applications of

the undivided profits to be capitalised thereby and all allotments and
issues of fully-paid shares or debentures, if any, and generally shall
do alla cts and things required to give effect thereto, with full power
tot he directors to make such provision byt he issue of fractional
certificates or by payment in cash or otherwise as they think fit for
the case of shares or debentures becoming distributable in factions,
ad also to authorise any person to enter on behalf of all the members
entitled theretointo an agreement withthe company providing for thea
llotment to them respectively, credited as fully paid up, of any further
shares or debentures to whicht hey may be entitled upon
capitalisation, or (as the case may require) for hte payment up by the
company on their behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalised, of the amounts
or any part of the amounts remaining unpaid on their exsting shares,
and any agreement made under such authority shall be effective and
binding on all such members.

Notices

129. Anotice may be given by the company to any member
either personally or by sending it by post to him or to his registrered
address, of (if he has no registered address within Lesotho) to the
address, if any, within the territory supplied by him tot he company
for the giving of notice to him. Where a notice is sent by post,
service of the notice shall be deemed to be effected by properly
addressing, pre-pauing, and posting a letter containing the notice,
and to have been effected inthe case of a notice of a meeting at the
expiration of forty-eight hours after the letter containing the same is
posted, and in any other case at the time at which the letter would be
delivered inthe ordinary course of post.
130. A notice may be given byt he company tot he persons
entitled to a share in consequence of the death or insolvency of a
member by sending it through the psot in a prepaid leter addressed to
them by name, or bu the title of representatives of the deceased, or
trustee of the insolvent, or by any like description,a t the address, if
any, within Lesotho supplied for the purpose byt he persons claiming
to be entitled, or (until such ana ddress has been so supplied) by
giving the notice in any manner in whicht he same might hav ebeen
given if the death or insolvency had not occurred.
132. Notice of every general meeting shall be given in any
manner hereinbefore authorised to-
(a) every member except those members who (having no registed
address within Lesotho) have not supplied to the compay an address
within Lesothofor the giving of notices tot hem;
(b) every person upon whom the ownersip of a share devolves by reason
of his being executor, trustee or assignee of a member where the
member but for his death or insolvency would be entitled to receive
notice of the meeting; and
the auditor for the time being of hte ocmpany.
No other person shall be entitled tor eceive notices of general
meetings.

Winding Up

133. If the company is wound up the liquidator may, witht he
sanction of a special resolution of hte company and any other
sanction required byt he Act, divide amongst themembers in specie
of kind the whole or any part of the asstes of the company (whether
they shall consist of property of hte same kind or not and may for
such purposes set such value as he deems fair upon any property to
be divided as aforesaid and may determine how such division shall
be carried out as between the members or different classes of
members. The liquidator may, with the like sanction, verst the whole
or any part of such assets int rustees upon such trusts for the benefit
of the contributoties as the liquidator, withthe like sanction, shall
think fit, but so that no member shall be compelled to aceept any
shares or other securiteis whereon there is any liability.

Indemnity

134. Every director, managing director, agent, auditor, secretary
and other officer for the time being of hte company shall be
indemnified out of hte assets of the company against any liability
incurred by him in defending any proceeedings, whether civil or
criminal, in which judgement is given in his favour or in which he is
acquitted or in connection with any applicaton under section three
hundred and three of the Act in which relief is granded to him by
the court.
_____________

TABLE A – PART II

Regulations for the Management of a Private
Company Limited by Shares
____________

1. The regulations contained in Part I of Table A (with the exception of
regulations 24, 53 and 74) shall apply.
2. The company is a private company and accordingly-
(a) the right to transfer shares is restricted in manner hereinafter
prescribed;
(b) the number of the company is limited to fifty exclusive of persons
who are in the employment of the company and of persons whoh
aving been formerly in the employment of the company wehre while
in such employment and have continued after the termination of such
employment to be members of the company:
Provided that where two or more persons hold one or more
shares in the company they shall for the purpose of this regulation be
treated a s asingle member;
any invitation to the public to subscribe for any shares or debentures
of the company is prohibited.
3. The directors may, in their absolute discretion and without
assigning any reson threfor, decline to register any transfer of any
share, whether or not it is a fully paid share.
4. No business shall be transacted at any general meeting unless a
quorum of members is present at the time when themeeting proceeds
to business; save as herein otherwise provided two members present
in person or by proxy shal lbe a quorum.

5. Subject tot he provisions of the Act, a resolution in writing
signed by all the members for the time being entitled to receive
notice of and to attend and vote at general meetings (or being
corporations by their duly authorised representatives) shall be as
valid and effective as if the same had been passed at a general
meeting for hte company duly convened and held.
6. The subscribers tot he memorandum of association shall be the
directors of the company and shall hold office until directors are
appointed by the company ing eneral meeting.
7. The directors may at any time require any person whose name
is ented in the register of members of the ocmpany to furnish them
with any information, supported (if the directors so require) by a
statutory declation, whicht hey may consider necessary for hte
purpose of determining whether or not the certificate required by
sub-section (4) of section ninety-six of the Act and may properly be
given.

Note – Regualtions 3 and 4 of this part are alternatives to regulations
24 and 53 respectively of Part I.
___________

TABLE B

Form of Memorandum of Assocation of a company
Limited by Shares
____________

1st. The name of the company is The ……………………………………….
Company, Limited.
2nd. The objects for which the company is established are,
…………………………………………………………………………………………………
…….
3rd. The liability of the members is limited.
4th. The share capital of the company is ……………………………………..
rand divided into …………………………………….. shares of ………………..
rand each.
We, the several persons whose names, and addresses are
subscribed, are disirous of being ofrmed into a company, in
pursuance of this memorandum of association, and we respectively
agree to take the number of shares in the capital of the company set
opposite our respective names.

Addresses and Number of Shares taken by
Subscribers each Subscriber

ares taken …………….. ………………………………………..
he …………………… day of ……………………………………….,19…………
to the above
e Address
…………………………… …………………………………………………………………………………….

TABLE C

Form of Articles of Assocaition of a Company Having
No Share Capital
____________

1. In these articles –
Act means the Companies Act, 1967;
Secretary means any persona ppointed 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 in a visible form.
Unless the context otherwise requires, words or expressions
contained int hse articles shall bear the same meaning as in the Act or
any statutory modivision threeof in force at the date at which these
articles become binding on company.

Members

2. The number of members with which the company proposes
tobe registered is five hundred, but the directors may from
time to time register an increase of members.

3. The subscribers tot he memorandum of association and such other
persons as the directors shall admit to membership shall be them
embers of the company.

General Meetings

4. The company shall in each year hold a general meeting as its
annual gneeral meeting in addition to any other meetings inthat year,
and shall spceify 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 ocmpany and that of the next:
Provided that so long as the company holds its first annual general
meeting within eighteen months of its incorporation, it need not hold
it in the year of its incorporation or inthe ofllowing year. The annual
general meeting shall be held at such time and place as the directors
shall appoint.
5. All general meetings other than annual general meetings
shallbe called extraordinary general meetings.
6. The directors may, whenever they think fit, convene an
extraordinary general meeting, and extraordinary general meetings
shall be convened on such requisition, or, in default, may be
convened by such requisitionists, as provided by section ninety-nine
of the Act. If at any time there are not within Lesotho sufficient
directors capable of acting to form a quorum, any director or any two
members of the company may convene an extraordinaty general
meeting inthe same manner as nearly as possible as that in which
meetings may be convened by the directors.

Notice of General Meetings

7. An annual general meeting and a meeting called for the passing
of a specialr esolution 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 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 and the hour of meeting and,
inthe cas eof special business, the general nature of that business
shall be given, in manner herein after mentioned or in such other
manner, if any, as may be prescribed byt he company in general
meeting,t o such persons as are, under the articles of the company,
entitled to receive such notices from the company:
Provided that a meeting of the company shall, notwithstanding
that it is calle dby shorter notice than that specified int his article 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 memebrs entitled to attend and vote thereat; and
(b) int he case of any other meeting, by a majority in number of
themembers having a right to attend and vote at themeeting, being a
majority together representing not less than ninety-five percent of the
total voting rights at that meeting of all the members.
8. 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.

Proceedings at General Meetings

9. All business shall be deemed special that is transacted at an
extraordinary general meeting, and also all that is transacted at an
annual general meeting, with the exception of the consideration of
the accounts, balance sheets, and the reports of the directors and
audotors, the election of directors in the place of these retiring and
the appointment of , and the fixing of the remuneration, of any, of the
auditors.
10. No business shall be trnasacted any general meeting unless a
quorum of members is present at the time when the meeting proceeds
to business; save as herein otherwise provided, three members
present in person shall be a quorum.
11. If within half an hour from the time appointed for the meeting
a quorum is not present, themeeting, if convened upon the requisition
of members, shall be dissolved; in any other case it shall stand
adjourned tot he same day inthe next week, at the same time an
dplace, or to such other day and at such other time an dplace 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 themembers present shall be aquorum.
12. The chairman, if any, of the board of directors shall preside as
chairman at every general meeting of hte company, or if there is no
such chairman, or if he shall not be rpesent within fifteen minutes
after the time appointe for hte holding of themeetin or is unwilling to
act, the direcros prsent shall elect one of their number ot be chairman
of htemeeting.
13. If at any meeting no director is willing to act as chariman or if
no director is present iwthin fifteen minutes after the time appointed
for holding the meeting, themembers present shall choose one of
their number to be chairman of the meeting.
14.The chaiman may withthe consent of any meeting at which
aquorum is present (and shall if so directed by the meeting), adjourn
the meeting from time to time an dform plac eto place, but not
business shall be transacted at any oadjourned meeting other than the
business left unfinished at the meeting from whicht he adjournement
took place. When a meeting is adjourned for thirty days or more,
notice of hte adjourned meeitng shall be given as inthe case of an
original meeting. Save as aforesaid it shall not be necessary to give
any notice of an adjournement or of the business to be transcated at
an adjourned meeting.
15. At any general meeting resolution put tothe vote of the
meeting shall be decided on a show of hands unless a poll is (before
or ont he declaraiton of hte result of the show of hands) demanded –
(a) by the chairman; or
(b) by at least three members present in person or by proxy; or
by any member or members present in person or by proxy and
representing not less than one-tenth of the total voting rights of all
themembers having the right to vote at themeeting.
Unless a poll be so demanded a declaration byt he chairman that a
resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or ost and an entry to that
effect inthe book containing theminutes of proceedings of the
company shall be conclusive evidence of the fact without proof of

thenumber or proportion of hte votes recorded in favour of or against
such resolution.
The demand for a poll may be withdrawn.
16. Except as provided in article 18, if a poll is duly demanded it
shall be taken in such manner as the chairmndirect, and the result of
the poll shal be deemded tobe the resolution of the meeting at which
the poll was demanded.
17. In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman of hte 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.
18. A poll demanded onthe election of a chairman, or on a
question of adjournement, shall be taken forthwith. A poll demanded
on any other question shall be taken at such time as the chairmn of
the meeting directs, and any business other than that upon which
apoll has been demanded may be proceeded with pending the taking
of the poll.
19. Subject to the provisions of the Act, a resolution in writing
signed by allt he members for the time being entitled to reveid notice
of and to attend and vote at general meetings (or being corporations
by their duly authorised representatives) shall be as valid and
effective as if the same had been passed at a general meeting of the
company durly convened and held.

Votes of Members

20. Every member shall have one vote.
21. A member of unsound mind, or in respect of whom an order
has been made by any court having jurisdiction in insanity, may vote,
whether on a show of hands or on apoll, bu his curator bonis or any
other person appointe dby that court and any such curator bonis or
other person may, on a poll, vote by proxy.
22. No member shall be entiled to vote at any general
meetingunless all moneys presently payable by him tot he company
have been paid.
23. On a poll votes may be given either personally or by proxy.
24. The instrument appointing a proxy shall be in writing under
the hand of the appointer or of his attorney duly authorised in writing
or if the appointer is a corporation, either under seal or under the
hand of an officer or attorney duly authorised. A proxy nee dnot be a
member of the company.
25. The instrument appointing a proxy and the power of attorney
or other authority, if any, under which it is signed or a notarially
certified copy of that power or authority shall be deposited at the
registered officers of the company or at such other place within
Lesotho as is specified for that purpose inthe notice convening the
meeting, not less than forty-eight hours before the time for holding
hte meeting or adjourned meeting at whicht he person named inthe
instrument propsoes to vote, or, in the case of a poll not less than
twenty-four hourse before the timea ppointed ofthe taking of hte poll,
and in default the instrument of proxy shall not be a treated as valid.
26. An instrument appointing aproxy shal be in the following
form or a form as near thereto as circumstances admit.
I/We, …………………………………………, of
………………………………………

being a member/members of the above named company, hereby
appoint ……………………………………………………. of
…………………………………………..
or failinghim, ……………………………………………… of
……………………………., as my/our proxy to vote me/us on my/our
behalf at the (annual or

e
x
t
rarordinary, as the case may be)
general meeting of the company to
be held ont he ……………………………
day of …………………………………..
19,………. and at any adjournement
thereof.

Signed this …………………….. day
of ……………………………………, 19
……..

27. Where it is desired to afford
members an opportunity of voting
for or against a resolution that
instrument appointing a proxy shall
be int he following form or a form as
near thereto as circumstances admit.
I/We,
………………………………………………….,
of …………………………………
being a member/members of the
above named company, hereby
appoint
………………………………………………….,
of …………………………………………. or
failing him
……………………………………….. of
……………………………………of my/our
proxy to vote forme/us on my/our
behalf at the (annual or
extraordinary, as the case may be)
general meeting of the temporary to
be held on the ………………………. of
………………………….., 19 ……………..,
and at any adjournment thereof.
28. The instrument appointing a
proxy shall be deemed to confer
authority to demand or joint in
demanding a poll.
29. A vote given in accordance
with the terms of an insturment of
proxy shall be valid notwithstanding
the previous death or insanity of the
principlan or revocation of the proxy
or of the authority under which the
proxy was executed, provided that
no intidmation in writing of such
death, insanity or revocation as
aforesaid shall have been received
by the company at the office before
the commencement of htemeeting or
adjourned meeitng at which the
proxy is used.

Corporation Acting by
Representatives at Meetings
3
0
.

A
n
y

c
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p
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r
a
t
i
o
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h
i
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s

m
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m
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b
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b
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d
y

a
uthroise such a person as it thinks fit
to act as its representative at any
meeting of the company, and
theperson so authorised shall be
entiled toe xercise the same powers
on behalf othe corporation which he
represents as that corporation could
exercise if it were an individual
member of the company.

Directors

31. The number of directors and
thenames of the first directors
shallbe determined in writing by the
subscribers of the memorandum of
assocaiton or a majority of them.
32. The remuneration of the
directors, if any, shall from time tot
ime be determined byt e 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 byt hem
in attending and returning from
meetings of the directors or any
committee of the directors or general
meetings of the company or in
connection withthe business of the
company.

Borrowing Powers

33. The directors may exercise
all the powers of hte company to
borrow money, and to mortgage or
charge its undertaking and property,
or any part thereof, and to issue
debentures, debenture stock and
other securities, whether outright or
as security for debt, liability or
obligation of the company or of any
third party.

Powers and Duties of Directors

o
f

t
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e

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e
s

a
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n
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,

a
s

m
a
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b
e

p
r
e
s
cribed by the company in general
meeting; but no regulation made by
the company in general meeting
shall invalidate any prior act of the
directors which would have been
valid if that regulation had not been
made.

35. The directors may from time
to time and at any time by power of
attorney appoint any company, firm
or person or body of persons
whether nominated directly or
indirectely by directors, to be the
attorney or attorneys of hte company
for such purposes and with such
powers, authorities and discretions
(not exceeding those vestedin or
exercisable by the directors, under
these articles) and for such period
and subject to such conditions as
they may think fit, and any such
powers of attorney may contain such
provisions for the protection and
convenience of persons dealing with
any such attorney as the directors
may think fit and may also authorise
any such attorney to delegate all or
any of the powers, authorities and
discretions vested in him.

36. All cheques, promissory notes, drafts, bills of
exchange and other negotiable instruments, and all
receipts for monies 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.

37. The directors shall cause
minutes to be made in books
provided for the purpose –

(a) of all appointments of officers mad ebyt he
directors;
(b) of the names of the directors present at each
meeting of the idrectors 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.

think expedient, and in particular may issue fractional certificates and
fix the value for distribution of such specific assets or any part threof and may
determine
that casy
payment
shall be
made to any
members
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 as
may seem
expedient to
the directors.

the holder or
joint holders
may in writing
direct. Every
such cheque or
warrant shall
bemade
payable to the
order of the
person to
whom it is sent.
Any one of two
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
jointholders.

121. No
dividend shall
bear interest
against hte
company.

Accounts

122. The
directors shal
cause proper
books of
account to be
kept with
respect to-

(a) all sums of
money
received
and
expended
by the
company
and the
matters in
respect of
whicht he
receipt and expenditure takes place;
(b) all sales and purchases of goods by the company; and
the assets and liabilities of the company.
Proper books shall not be deemed to be kept if there are not kept
such books of account as are necessary to give a true and fair view of
the state of the companys affairs and to explain its transactions.
123. The books of account shall be kept at the registered office of
the company, or, subject to section one hundred and twelve of the
Act, at such other place or places as the directors think fit, and shall
always be open tothe inspection fo the directors.

124. The directors shall from time to time determine whether and
to what extent and at what times and places and under what
conditions or regualtions the accounts and books of the company or
any of them shall be open to the inspection of members not being
directors, and no member (not being a director) shall have any right
of inspecting any account or book or document of hte company
except as conferred by statute or authorised by the directors or by the
company in general meeting.
125. The directors shall from time to time, in accordance with this
esections one hundred and thirteen, one hundred and fourteen, and
one hundred and sixtteed to one hundred and nineteen inclusive of
the Act, cause to be prepared and to be laid before the company ing
eneral meeting such profit and loss accounts balance sheets, group
accounts, if any, and reports as are referred to in those sections.
126. A copy of every balance sheet (including every document
required by law to be annexed thereto) which is to be laid before the
company in general meeting, together witha copy of the auditors
report,

shall not less
than twenty-
one days before
the date of the
meeting be sent
to every
member of, and
every holder of
debentures of,
the company
and to every
person registered under regulation 31:
Provided that this regulation shall not require a copy of those
documents to be sent to any person of whose address the company is
not aware or to more than one of the joint holders of any shares or
debentures.

Capitalisation of Profits

127. The company in gneral meeting may upon the
recommendation of the directors resolve that it is desirable to
capitalise any part of the amount for the time being standing to the
credit of any of hte companys reserve accounts or to the credit of the
profit and loss account or otherwise available for distribution, and
accordingly that such sum be set free for distribution, and
accordingly that such sum be set free for distribution amongst
themembers who would have been entitled thereto if distributed by
way of dividend and inthe same proportions on condition that the
same be not paid in cash but be applied either in or towards paying
up any amonts for hte time being unpaid on any shares held by such
members respectively or paying up in full unissued shares or
debentures of hte company to be allotted and distributed credited as
fully paid up to and amongst such members inthe proportion
aforesaid, or partly in the one way and partly inthe other, and the
directors shall give effect to such resolution:

Provided that a share premium account and a capital
redemption reserve fund may, for the purposes of this regulation,
only be applied inthe paying up of unissued shares to be issued to
members of hte company as fully paid bonus shares.

128. Whenever such a resolution as aforesaid shall have been
passed the directors shall make all appropriations and applications of
the undivided profits to be capitalised thereby and all allotments and
issues of fully-paid shares or debentures, if any, and generally shall
do alla cts and things required to give effect thereto, with full power
tot he directors to make such provision byt he issue of fractional
certificates or by payment in cash or otherwise as they think fit for
the case of shares or debentures becoming distributable in factions,
ad also to authorise any person to enter on behalf of all the members
entitled theretointo an agreement withthe company providing for thea
llotment to them respectively, credited as fully paid up, of any further
shares or debentures to whicht hey may be entitled upon
capitalisation, or (as the case may require) for hte payment up by the
company on their behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalised, of the amounts or
any part of the amounts remaining unpaid on their exsting shares, and
any agreement made under such authority shall be effective and
binding on all such members.

Notices

within the territory supplied by him tot he company for the giving of
notice to him. Where a notice is sent by post, service of the notice
shall be deemed to be effected by properly addressing, pre-pauing,
and posting a letter containing the notice, and to have been effected
inthe case of a notice of a meeting at the expiration of forty-eight
hours after the letter containing the same is posted, and in any other
case at the time at which the letter would be delivered inthe ordinary
course of post.
130. A notice may be given byt he company tot he persons
entitled to a share in consequence of the death or insolvency of a
member by sending it through the psot in a prepaid leter addressed to
them by name, or bu the title of representatives of the deceased, or
trustee of the insolvent, or by any like description,a t the address, if
any, within Lesotho supplied for the purpose byt he persons claiming
to be entitled, or (until such ana ddress has been so supplied) by
giving the notice in any manner in whicht he same might hav ebeen
given if the death or insolvency had not occurred.
132. Notice of every general meeting shall be given in any
manner hereinbefore authorised to-
(a) every member except those members who (having no registed
address within Lesotho) have not supplied to the compay an
address within Lesothofor the giving of notices tot hem;
(b) every person upon whom the ownersip of a share devolves by
reason of his being executor, trustee or assignee of a member
where the member but for his death or insolvency would be
entitled to receive notice of the meeting; and
the auditor for the time being of hte ocmpany.
No other person shall be entitled tor eceive notices of general
meetings.

Winding Up

Indemnity

134. Every director, managing director, agent, auditor, secretary
and other officer for the time being of hte company shall be
indemnified out of the assets of the company against any liability
incurred by him in defending any proceeedings, whether civil or
criminal, in which judgement is given in his favour or in which he is
acquitted or in connection with any applicaton under section three
hundred and three of the Act in which relief is granded to him by
the court.

____________

TABLE A – PART II

Regulations for the Management of a Private
Company Limited by Shares
_____________
1. The regulations contained in Part I of Table A (which the
exception of regulations 24, 53 and 74) shall apply.
2. The company is a private company and accordingly –
(a) the right to transfer shares is restricted in manner hereinafter
prescribed;
(b) the number of the company is limited to fifty exclusive of
persons who are inthe employment of the company and of
persons who having been formerly in the employment of the
company were while in such employment and have continured
after the termination of such employment to be members of
the company:

Provided that where two or more persons hold one or more
shares in the company they shall for the purpose of this regulation
be treated a s asingle member;
any invitation to the public to subscribe for any shares or
debentures of the company is prohibited.
3. The directors may, in their absolute discretion and without
assigning any reson threfor, decline to register any transfer of any
share, whether or not it is a fully paid share.
4. No business shall be transacted at any general meeting unless a
quorum of members is present at the time when themeeting proceeds
to business; save as herein otherwise provided two members present
in person or by proxy shal lbe a quorum.
5. Subject tot he provisions of the Act, a resolution in writing
signed by all the members for the time being entitled to receive
notice of and to attend and vote at general meetings (or being
corporations by their duly authorised representatives) shall be as
valid and effective as if the same had been passed at a general
meeting for hte company duly convened and held.
6. The subscribers to the memorandum of association shall be the
directors of the company and shall hold office until directors are
appointed by the company ing eneral meeting.
7. The directors may at any time require any person whose name
is ented in the register of members of the ocmpany to furnish them
with any information, supported (if the directors so require) by a
statutory declation, whicht hey may consider necessary for hte
purpose of determining whether or not the certificate required by sub-
section (4) of section ninety-six of the Act and may properly be
given.

Note – Regualtions 3 and 4 of this part are alternatives to regulations
24 and 53 respectively of Part I.

____________

TABLE B

Form of Memorandum of Assocation of a company
Limited by Shares
____________

1st. The name of the company is The
……………………………………………….. Comapny, Limited.
2nd. The objects for which the company is established are,
…………………………………………………………………………………………………
…….
3rd. The liability of the members is limited.
4th. The share capital of the company is ……………………………………..
rand divided into …………………………………….. shares of ………………..
rand each.
We, the several persons whose names, and addresses are
subscribed,a re disirous of being ofrmed into a company, in
pursuance of this memorandum of association, and we respectively
agree to take the number of shares inthe capital of hte company set
opposite our respective names.

Names, Addresses and Number of Shares taken
by
Description of Subscribers each Subscriber

Total shares taken ……………..
……………………………………….
.
Dated the …………………… day of
……………………………………….,19…………

Witness to the above
Signature Address
……………………………………….
……………………………………….
……………………………………….
…..

TABLE C

Form of Articles of Assocaition of a Company Having
No Share Capital
____________

1. In these articles –
Act means the Companies Act, 1967;
Secretary means any persona ppointed 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 in a visible form. Unless
the context
otherwise
requires,
words or
expressions
contained int
hse articles
shall bear the
same
meaning as
in the Act or
any statutory
modivision
threeof in
force at the
date at which
these articles
become
binding on
company.

Members

2. The
number of
members
with which
the company
proposes
tobe
registered is
five hundred,
but the
directors
may from
time to time
register an
increase of
membres.

3. The subscribers tot he memorandum of association and such
other persons as the directors shall admit to membership shall be
them embers of the company.

General Meetings

4. The company shall in each year hold a general meeting as its
annual gneeral meeting in addition to any other meetings inthat year,
and shall spceify 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 ocmpany and that of the next:
Provided that so long as the company holds its first annual
general meeting within eighteen months of its incorporation, it
need not hold it in the year of its incorporation or inthe ofllowing
year. The annual general meeting shall be held at such time and
place as the directors shall appoint.
5. All general meetings other than annual general meetings
shallbe called extraordinary general meetings.
6. The directors may, whenever they think fit, convene an
extraordinary general meeting, and extraordinary general meetings
shall be convened on such requisition, or, in default, may be
convened by such requisitionists, as provided by section ninety-nine
of the Act. If at any time there are not within Lesotho sufficient
directors capable of acting to form a quorum, any director or any two
members of the company may convene an extraordinaty general
meeting inthe same manner as nearly as possible as that in which
meetings may be convened by the directors.
Notice of
General
Meetings

cas eof special
business, the
general nature
of that business
shall be given,
in manner
herein after
mentioned or in
such other
manner, if any,
as may be
prescribed byt
he company in
general
meeting,t o
such persons as
are, under the
articles of the
company,
entitled to
receive such
notices from
the company:
Provided
that a
meeting of
the company
shall,
notwithstand
ing that it is
calle dby
shorter
notice than
that
specified int
his article 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 members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of

themembers
having a right
to attend and
vote at
themeeting,
being a
majority
together
representing
not less than
ninety-five
percent of the
total voting
rights at that
meeting of all
the members.

8. 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.

Proceedings at General Meetings

9. All business shall be deemed special that is transacted at an
extraordinary general meeting, and also all that is transacted at an
annual general meeting, with the exception of the consideration of the
accounts, balance sheets, and the reports of the directors and
audotors, the election of directors in the place of these retiring and
the appointment of , and the fixing of the remuneration, of any, of the
auditors.
10. No business shall be trnasacted any general meeting unless a
quorum of members is present at the time when the meeting proceeds
to business; save as herein otherwise provided, three members
present in person shall be a quorum.
11. If within half an hour from the time appointed for the meeting
a quorum is not present, themeeting, if convened upon the requisition
of members, shall be dissolved; in any other case it shall stand
adjourned tot he same day inthe next week, at the same time an
dplace, or to such other day and at such other time an dplace 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 themembers present shall be aquorum.
12. The chairman, if any, of the board of directors shall preside as
chairman at every general meeting of hte company, or if there is no
such chairman, or if he shall not be rpesent within fifteen minutes
after the time appointe for hte holding of themeetin or is unwilling to
act, the direcros prsent shall elect one of their number ot be chairman
of htemeeting.
13. If at any meeting no director is willing to act as chariman or if
no director is present iwthin fifteen minutes after the time appointed
for holding the meeting, themembers present shall choose one of
their number to be chairman of the meeting.
14.The chaiman may with the consent of any meeting at which
aquorum is present (and shall if so directed by the meeting), adjourn
the meeting from time to time an dform plac eto place, but not
business shall be transacted at any oadjourned meeting other than the
business left unfinished at the meeting from whicht he adjournement
took place. When a meeting is adjourned for thirty days or more,
notice of hte adjourned meeitng shall be given as inthe case of an
original meeting. Save as aforesaid it shall not be necessary to give
any notice of an adjournement or of the business to be transcated at
an adjourned meeting.
15. At any general meeting resolution put tothe vote of the
meeting shall be decided on a show of hands unless a poll is (before
or ont he declaraiton of hte result of the show of hands) demanded –
(a) by the chairman; or
(b) by at least three members present in person or by proxy; or
by any member or members present in person or by proxy and
representing not less than one-tenth of the total voting rights of
all themembers having the right to vote at themeeting.
Unless a poll be so demanded a declaration byt he chairman that a
resolution has on a show of hands been carried or carried
unanimously, or

by a particular
majority, or ost and an entry to that effect inthe book containing theminutes of
proceedings of the company shall be conclusive evidence of the fact
without proof of thenumber or proportion of the votes recorded in
favour of or against such resolution.

The demand for a poll may be withdrawn.

16. Except as provided in article 18, if a poll is duly demanded it
shall be taken in such manner as the chairmndirect, and the result of
the poll shal be deemded tobe the resolution of the meeting at which
the poll was demanded.
17. In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman of hte 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.
18. A poll demanded onthe election of a chairman, or on a
question of adjournement, shall be taken forthwith. A poll demanded
on any other question shall be taken at such time as the chairmn of
the meeting directs, and any business other than that upon which
apoll has been demanded may be proceeded with pending the taking
of the poll.
19. Subject to the provisions of the Act, a resolution in writing
signed by allt he members for the time being entitled to reveid notice
of and to attend and vote at general meetings (or being corporations
by their duly authorised representatives) shall be as valid and
effective as if the same had been passed at a general meeting of the
company durly convened and held.

Votes of Members

20. Every member shall have one vote.

21. A member of unsound mind, or in respect of whom an order
has been made by any court having jurisdiction in insanity, may vote,
whether on a show of hands or on apoll, bu his curator bonis or any
other person appointe dby that court and any such curator bonis or
other person may, on a poll, vote by proxy.

22. No member shall be entiled to vote at any general meeting
unless all moneys presently payable by him tot he company have
been paid.

23. On a poll votes may be given either personally or by proxy.

24. The instrument appointing a proxy shall be in writing under
the hand of the appointer or of his attorney duly authorised in writing
or if the appointer is a corporation, either under seal or under the
hand of an officer or attorney duly authorised. A proxy nee dnot be a
member of the company.

25. The instrument appointing a proxy and the power of attorney
or other authority, if any, under which it is signed or a notarially
certified copy of that power or authority shall be deposited at the
registered officers of the company or at such other place within
Lesotho as is specified for that purpose inthe notice convening the
meeting, not less than forty-eight hours before the time for holding
hte meeting or adjourned meeting at

which the person named inthe instrument propsoes to vote, or, in the
case of a poll not less than twenty-four hourse before the timea
ppointed ofthe taking of hte poll, and in default the instrument of
proxy shall not be a treated as valid.
26. An instrument appointing aproxy shal be in the following
form or form as near thereto as circumstances admit.

I/We, …………………………………………, of
………………………………………
being a member/members of the above named company, hereby
appoint ……………………………………………………. of
…………………………………………..
or failinghim, ……………………………………………… of
……………………………., as my/our proxy to vote me/us on my/our
behalf at the (annual or extrarordinary, as the case may be) general
meeting of the company to be held ont he …………………………… day of
………………………………….. 19,………. and at any adjournement thereof.

Signed this …………………….. day of ……………………………………, 19
……..

27. Where it is desired to afford members an opportunity of
voting for or against a resolution that instrument appointing a proxy
shall be int he following form or a form as near thereto as
circumstances admit.
I/We, …………………………………………………., of
…………………………………
being a member/members of the above named company, hereby
appoint …………………………………………………., of
…………………………………………. or
failing him ……………………………………….. of
……………………………………of my/our proxy to vote forme/us on
my/our behalf at the (annual or extraordinary, as the case may be)
general meeting of the temporary to be held on the ……………………….
of ………………………….., 19 …………….., and at any adjournment
thereof.
28. The instrument appointing a proxy shall be deemed to confer
authority to demand or joint in demanding a poll.
29. A vote given in accordance with the terms of an insturment of
proxy shall be valid notwithstanding the previous death or insanity of
the principlan or revocation of the proxy or of the authority under
which the proxy was executed, provided that no intidmation in
writing of such death, insanity or revocation as aforesaid shall have
been received by the company at the office before the
commencement of htemeeting or adjourned meeitng at which the
proxy is used.

Corporation Acting by Representatives at Meetings
30. Any corporation which is a member of the comapny may by
resolution of its directors or other governing body authroise such a
person as it thinks fit to act as its representative at any meeting of the
company, and theperson so authorised shall be entiled toe xercise the
same powers on behalf othe corporation which he represents as that
corporation could exercise if it were an individual member of the
company.

Directors
31. The
number of
directors and
thenames of
the first
directors
shallbe
determined
in writing by
the
subscribers
of the
memorandu
m of
assocaiton or
a majority of
them.
32. The
remuneration
of the
directors, if
any, shall
from time tot
ime be
determined
byt e
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 or any committee of the
directors or general meetings of the company or in connection with
the business of the company.

Borrowing Powers

33. The directors may exerciese allthe powers of hte company to
borrow money, and to mortgage or charge its undertaking and
property, or any part thereof, and to issue debentures, debenture stock
and other securities, whether outright or as security for debt, liability
or obligation of the company or of any third party.

Powers and Duties of Directors

34. 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, byt he Act or by these articles, reugied to be
exercised by the company ing eneral meeting, subject nevertheless to
the provisions of hte Act of these articles and to such
regulations,being not inconsitent with the aforesaid provisions, as
may be prescribed by the company in general meeting; but no
regulation made byt he company in general meeting shall invalidate
any prior act of the directors which would have been valid if that
regulation had not been made. 35. The
directors
may from
time to time
and at any
time by
power of
attorney
appoint any
company,
firm or
person or
body of
persons
whether
nominated
directly or
indirectely
by directors,
to be the
attorney or
attorneys of
hte company
for such
purposes and
with such
powers,
authorities
and
discretions
(not
exceeding
those
vestedin or
exercisable
by the
directors,
under these
articles) and
for such
period and

subject to such
conditions as
they may think
fit, and any
such powers of
attorney may
contain such
provisions for
the protection
and
convenience of
persons dealing
with any such
attorney as the
directors may
think fit and
may also
authorise any
such attorney
to delegate all
or any of the
powers,
authorities and
discretions
vested in him.
36. The
directors shall
cause minutes
to be made in
books provided
for the purpose
–
(a) of all
appoint
ments of
officers
made by
the
directors
;
(b) of
thenames of
the directors
present at
each
meeting or
the directors
and of any
committee
of the
directors; 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 abook tobe kept for that purpose.

Disqualificatin of Directors

38. The office of director shall be vacated if the director –
(a) without the consent of the company in general meeting holds
any other office of profit under the company; or
(b) becomes insolvent or makes any arrangement, assignment or
compostiion with his creditors generally; or
becomes prohibited form being a director byt he terms of section
one hundred and forty-four of the Act or by reason of an order
made under section two hundred and ninety-nine of hte Act; or
(d) becomes of unsound mind; or

(e) resigns
his
office by
notice in
writing
to the
compan
y; or
(f) ceases to
be a
director
by virtue
of
section
one
hundred
and forty-three ofthe Act; or
(g) is directly or indirectly intersted in any ocntract with the
company and fails to declare the nature of his interest in
manner required by section one hundred and fifty-seven of the
Act; or

(h) is removed int erms of section one hundred and forty-six of the
Act.
A director shall not vote inr espect of any contract in which he is
intereseted or any matter arising therout, and if he does so his vote
shall not be counted.
Rotation of Directors

39. 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-third of the directors for the time being, or
if their number isnot three or a multiple of three, thent he number
nearest one-third, shall retire from office.
40. The directors to retire in every year shal be those who have
been longest in office since their last election, but as between persons
who became directors onthe same day those to retire shall (unless
they otherwise agree among themselves) be determined by lot.
41. A retiring director shallbe eligible for re-election.
42. The company at the meeting at which a director retires in
manner aforesaid may fill the vacated office by electing aperson
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 hter e-election of such diretor shall havebeen
put tohte meeting and lost.
43. No person other than a director retiring at the meeting shall,
unless recommended bythe directors, be eligible for election tot he
office of director at any general meeting unless,n ot less than three
nor more than twenty-one days before the date apppinted for the
meeting, thre shallhave been left at the registered office of the
company notice in wirting, signed by amember duly qualified to
attend and vote at the meeting for which such notice is given, of his
intention to propose such person for election,a nd also notice in
writign signed by that person of his willingness to be elected.
44. The company may from time to time by ordinary resolution
increase or reduce the numebr of directors, andmay also determine in
what rotation the incresed or reduced numebr is to go out of office.
45. The directors shallhave power at any time, and from time to
time, toa ppoint any person to be a director, either to fill a casual
vacancy or as an addition tot he existing directors, but so that the
total number of directors shallnto at any time exceed the number
fixed ina ccordance with these articles. Any director so appointed
shall hold office only til the next following annual general meeting,
and shallt hen be eligible for re-election, but shalln ot be taken into a
ccount in determining the directors who are to retire by rotation at
such meeting.
46. The company may by ordinary resolution, of which special
notice has been given ina ccordance with section one hundred and
seven of the Act, remove any director before the expiration of his
period of office notwithstanding anything inthese articles or in any
agreement between the company and such director. Such removal
shall bewithout prejudice to any

claim such director may have to damages forbreach of any contract of
service between whim and the company.
47. The company may by ordinary resolution appoint another
person in place of a director removed from office under the
immediately preceidng article. Without prejudice to hte powers of the
directors under article 45 the company ing neral meeting may appoint
any person tobe a director either to fill a casual vacancy or as an
additional director. The person appointed to fill such avacancy shall
be subject ot retirement at the same time as if he had become a
director ont he dayon whichthe director in whose place he is
appointed was last elected a director.

Proceedings of Directors

48. 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. Int he case of an equality of votes the chairman shallhave a
scone or casting vote. A director may, and the secretary onthe
requisition of a director shall,at any time summon a meeting of hte
directors. It shall nto be necessary to give notice of a meeting of
directors to any director for the time being absent from Lesotho.
49. The quorum necessary for hte transaciton of the business of
hte directors may be fixed byt he directors, andunless so ficed shall
be two.
50. The continuining directors may act notwithstanding any
vacancy int their body, but, if and so long as their number is reduced
below thenumber fixed by a pursuant tot he articles of the company
as the necessary quorum of directors, the ocntinuing directors or
director may act for thepurpose of increasing the number of directors
tot hat number, or of summoning a general meetign of the company,
but for no other purpose.
51. The directors may elect a chairman of theier meetings and
determine the period for which he is to holdoffice; but, if no such
chairman is elected, or if any 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 cahirman of
the meeting.
52. 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 inthe exercie of the powers so
delegated conform to anyr egulations that may be imposed on it byt
he directors.
53. A committee may elect a chairmn of its meetings if no such
chairman is elected, or if at any meeting the chairmn is not prsent
within five minutes after the time appointed for holding the same, the
members present may chose one of their number ot be chairmn of the
meeting.
54. A committee may meet and adjourn as it thinks proper.
Questions arising at any meeting shall be detremined by amajority of
votes of htemembers present, and inthe case of an equality of votes
the chairman shall have a second or casting vote.
55. 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 inthe 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 ahd
been duly
appointed
and was
qualified
tobe a
director.
56. A
resolution in
writing,
signed by
allt he
directors ofr
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.

Secretary

57. The secretary shall be appointed byt he directors for such
term, at such remuneration, if any, and upon such conditions as htey
may think fit; and any secretary so appointed may be removed by
them.
58. A provision of the Act or these articles requiring or
authorising a thing to be done by or to a director and the secretary
shallnot be satisfied by its being done by or to the same person acting
both as director and as, or in the pace of, the secretary.

The Seal

59. The directors shall provide for the safe custody of the seal,
whichshall only be used byt heauthority of the director of a
committee of the directors authorised byt he directors int hat behalf,
and every instrument to hwich the seal shall be afficed shall be
signed by a director and shall be countersigned by the secretary or by
a second director or by some other person appointed by the directors
for that purpose.

Acocunts

60. The directors shallcause proper books of acocunt to be kept
with respect to –
(a) all sums of money received and expended bythe ocmpany and
the matters inr espect of whicht he receipt and expendirue
takes place;
(b) all sales and purchases of goods by the company; and
(c) the assets and liabilities of the company.
Proper books shallnot be deemed to be kept if there are not kept
such books of account as are necessaryt o give a true andfair view
of the state of the companys affairs an dto explain its
transactions.

61. The books of acocunt shall be kept at the registed office of the
ocmpany, or, subjec to sub-section (3) of section one hundred and
twelve of the Act, at such other place or places as the directors think
fit, and shall always be open tohte inspection of the idrectors. 62. 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 acocunts
an books of
the company
or any of
them shall be
open tohte
inspection of
members not
being
directors,
and no
member
(not being a
director)
shall have
any right of
inspecting
any acocunt
or book or
document of
the company
except as
conferred by
statute or
authorised
by the
directors or
by the
company in
general
meeting.
63. The
directors
shall from

time to time in
accordance
with sections
one humndred
and thirteen,
one hundred
and fourteen,
and sections
one hundred
and sixteen to
one hundred
and nineteen of
the Act, cause
to be prepared
and to be laid
before the
company in
general
meeting such
profit and loss
accounts,
balance sheets,
group accounts
(if any) and
reports as are
referred toi n
those sections.
64. A copy
of every
balance sheet
(including
every
document
required by law
to be annexed
thereto) which
is to be laid
before the
company in
general
meeting,
together with a
copy oft he
auditors
report, shallnot
less than
twenty-one
days before the date of the meeting be sent to every member of, and every holder of
debentures of, company:

Provided
that this article
shallnto require
a copy of those
documents tobe
sent to any
person of
whose address
the company is
not ware or to
more than one
of the joint
holders of any
debentures.

Audit

65. Auditors
shall be
appointed and
theri duties
regulated in
accordance
with sections
on hundred and
twenty-two to
one hundred and twenty-four of the Act.

Notices

66. A notice may be given by the company to any member either
personally or by sending it by post to him or to his registered address,
or (if he has not registered address within Lesotho) to the address, if
any, within Lesotho supplied by him to the company for the giving of
notice to him. Where a notice is sent by post, service of the notice
shall be deemed tob e effected by properly addressing, repaying and
posting aletter containingt he notice, and to have been effecte dinthe
case of a notice of a meeting at hte expiration of forty-eight hours
after the letter containing the same is posted, and any other case at
the time at which the letter would be delivered in the ordinary course
of post.

67. Notice of every general meeting shall be given in any manner
hereinbefore authorised to –
(a) every member except those members who (having no registed
addres within Lesotho) have not supplied to the company an
address within Lesotho for the giving of notices to them;
(b) every person upon whom the ownership of a share devolves
byr eason of his being hte executor, trustee or assignee of a
member where themember but for his death or insolvency
would be entitled to receive notice ofhte meeting; and
(c) the quditor for the time being of the company.
No other person shall be entitled to receive notices of
generalmeetings.

Signatures, Full Names Addresses and Occupations
Of Subscribers

Dated the ……… day of …………………………………………., 19 ……………..
Witness to the above signatures, …………………………………………………..
Full residential or business address ………………………………………………
…………………………………………………………………………………………………
Occupation
………………………………………………………………………………….………….

______________

TABLE D

Form of
Memorandum
of Association
of a Company
Having No
Share Capital
____________
__

Memorandum
of Association
1st. The name of the company is
………………………………………………
2nd. The objects for which the company is establishsed are to
………………………………………………………………………and the doing of
allsuch other things as are incidental or conducive to the attainment
of the above object.
3rd. The liability of members is limited.
4th. Every member of the company undertakes to contribute to the
assets oft he company in the event of its being wound upwhile he is a
member, or within one year after he ceases tobe a member, for
payment of the debts and liabilities of the company, contracted before
he cases to be a member, and of the costs changes and expenses of
winding up the same and for the adjustment of the rights of the
contributories amongst themselves, such amounts as may be required,
not exceeding ………………………………. rand.
We, the several persons whose names and addresses are
subscribed, are desirous of being formed into a company, in
pursuance of this memorandum of association.

Signatures, Full Names Addresses and Occupation
of Subscribers

Dated the ………………………. day of ……………………………………, 19 …..
Witness to the above signatures, …………………………………………………..
Full residential or business address ………………………………………………
…………………………………………………………………………………………………
Occupation
…………………………………………………………………………………….

_______________

TABLE E

Form of Memorandum and Articles of Association of
an Unlimited Company Having a Share Capital

_______________

Memorandum of Association

1. The name of the company is ……………………………………………………
2. The objects for which the company is established are ……………….
…………………………………………………………………………………………………

We, the several
persons whose
names,
addresses and
occupations are
subscribed, are
desirous of
being formed
into a company
in pursuance of
this
memorandum
of association
and we
respectively agree to take the number of shares in the capital of the company set
out opposite our respective names.

Signatures, full Names, Number (in words) of
Address and Occupation Shares taken by each
of Subscribers Subscriber

……………………………………….. ……………………………………………
……………………………………….. …………………………………………
Total shares taken ……………………..
Dead the ………………… day of ……………………………………, 19 …………
Witness to the above signature:
Signature: …………………………………………………………………………….
Occupation: ………………………………………………………………………….
Address: ………………………………………………………………………………
………………………………………………………………………………
………………………………………………………………………………

Articles of Association to Accompany the Preceding
Memorandum of Association

1. The share capital of the company is …………………………………….
rand,
divided into …………………………….. shares of ……………………. rand,
each.

2. All the articles of Table A in the First Schedule to the Companies
Act, 1967, shall, so far as they are applicable to an unlimited
company, be deemed to be incorporated with these articles and to
apply to the company.

Signatures of Subscribers:
………………………………………………………………………………………………..

Signatures of Witnesses:
…………………………………………………………………………………………………
………………………………………………………………………………………………..

Full names and Addresses of Witnesses:
………………………………………………………………………………………………..
…………………………………………………………………………………………………

Occupations of Witnesses:
………………………………………………………………………………………………..
…………………………………………………………………………………………………
Dated the ……………………………….. day of …………………………, 19 …….
_____________

SECOND
SCHEDULE

(Section
thirty-two and
three hundred
and seven)
____________
_
Form of Statement in Lieu of Prospecturs to be delivered to
Registrar by a Private Company on ceasing to be a Private
Company and Reports to be set out therein
_____________

PART I

FORM OF STATEMENT AND PARTICULARS TO BE
CONTAINED THEREIN
_____________

THE COMPANIES ACT, 1967

Statement in lieu of Prospecturs delivered for registration by
…………………
…………………………………………………………………………………………………
….
(insert the name of the company)
Pursuant to section thirty-two of the Companies Act, 1967
Delivered for registration by …………………………………………….

1. Names, descriptions and addresses of
directors or proposed directors.
2. (a) The nominal share capital of the
company
R
Divided into ……………………………………….. Shares of R each.
Shares of R each.
Shares of R each.
(b) Amount, if any, of above capital
which consists of redeemable Shares of R each.
preference shares
(c) The earliest date on which the
company has power to redeem
these shares
3. (a) Amount of shars issued Shares
Divided into …………………………………….. Shares of R each.
Shares of R each.
Shares of R each
(b) Amount of commission paid in
Connection therewith.

4. Unless more than one year has elapsed
since the date on which the company
was entitled to commence business:-
(a) Amount of preliminary expenses
By whom those expenses have
been paid or are payable
(b) Amount paid to any promoter

(e) Consieration for giving of benefit

5. If the share capital of the company is
divided into different classes of shares, the
right of voting at meetings of hte company
conferrred by, and the rights in respect of
capital and dividends attached to, the
several classes of shares respectively.
6. Number and amount of shares and
debentures issued withinthe two years
preceding the date of this statement as fully
or partly paid-up otherwise than for cash or
agreed to be so issued at the date of this
statement. Consideration for hteissue of
those shares or debentures.
7. The substance of any contract or
arrangement or proposed contract or
arrangement, whereby any option of
preferential right of any kind has been or is
proposed to be given to any person to
subscribe for any shares in or debentures of

Name of promoter:
Amount, R
Consideration:
Name of promotor:
Nature and value of benefit:
Consideration:

1. …………………………………. shares of R
fully paid
2. ……………………..shares upon which
R …………………. per share credited as
paid.
3. ……………………… debenture R
4. Consideration:
1. …………………………………………………….
2. Shares of R
and
Debentures of R

a company or to acquire them from a person or
agreed to be allotted with a view to his
offering them for sale: giving thenumber,
description and amount of any such shares or
debentures and including the following
particulars of the option or right.
(a) the period during which it is exercisable
……………………………………………………….
(b) The price to be paid for shares or
debentures 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
or if given to existing members or
debentures holders as such, the relevant
shares or debentures
(e) Any other material fact or circumstance
relevant to the grant of sucho ption or
right.
8. (a) Names and addresses of vendors of
property (1) purcahsed or acquired by
th compnay withinthe two years
preceding the date of this statement, or
(2) agreed or proposed to be purchased
or acquired by the company, except
whre the ocntract for its purchase or
acquisition was entered into inthe
ordinary course of business and there is
no connection between the contract
andthe company ceasing to be a private
company or where the amount of the
purchase money is not material.
(b) Amount (in cash, shares or debentures)
apid or payable to each separate vendor.
(c) Amount paid or payable in cash, shares
or debentures for any such property,
specifying the amount paid or payable
for goodwill.

(d) Short particulars of any transactionr
elating to any such property which was
completed within the two preceding
years and in which any vendor to the
company or any person who is, or was
at at the time thereof, a promotor,
director or proposed director of the
company had any interest direct of
indirect with particulars of such
interest.

3. Until ……………………………

4. …………………………………..

5. Consideration:
6. Names and addresses:

7. …………………………………..

Total purchase price R …………………..
Cash ….. ….. ….. R ………………..
Shares .. ….. ….. R ………………..
Debentures .. ….. R ………………..
___________
Goodwill ….. …… R___________

9. (a) Dates of, parties to, and general
nature of every material contract
(other than contracts entered into in
the ordinary into in the ordinary

course of business or entered into
more than two years before the
delivery of this statement).

(b) Time and place at which the
contracts or copies thereof may be
inspected or (i) in the case of a
contract not reduced to writing, a
memorandum giving full
particulars threof, and (2) inthe
case of a contract wholly or partly
in foreign language a copy of a
translation thereof in English or
Sesotho or embodying a trnslation
in English or Sesotho of the parts in
a foreign language, as the case may
be, being tanslation certified inthe
prescribed manner.
10. Name and address of the auditors of the
company.
11. Full particulars of the nature and extent
of the interest, if any, of every director
or promotor inthe protion of, or inthe
property acquired within two years of
hte date of the

12. (a) Rates of the dividends, if any, paid
by the company in respect of each
class of shares inthe company in
each of the five financial years
immediately preceding the date of
this statement or since the
incorporation of hte company, which
ever period is the shorter.
(b) Particulars of the cases in which no
dividends hav ebeen paid in respect
of any class of shares in any of
these years.
(Signatures of the persons above-named as
directors or proposed directors or of their
agents authorised in writing).

Date ……………………………………………………….

…………………………………………………………………
…………………………………………………………………
…………………………………………………………………

____________
PART II
Reports to be Set Out
____________

1. If unissued shares or debentures of the company are to be applied in the purchase of a business, a
report made by accountants (who shall be named inthe statement) upon –

(a) the profits or losses of the business in respect of each of the five financial years immediately
preceding the delivery of hte statement to the Registra, 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) If unissued shares or debentures of the company are tobe applied directly or indirectlyin any
manner resulting in the acquisition or anything to be done in consequence thereof or in connection
therewith will become a subsidiary of the company, a report made by accountants (who shall be
named inthe staement) with respect tot he profits an dlosses and assets and liabilities of the other body
corporate in accordance with sub-paragrph (2) or (3) of this paragraph, 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 hte company, and for holders of other shares, what
adjustments would have fallen to be made, in relation to assets and liabilities so dealt with, 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 theforegoing sub-
paragraph shall –
(a) so far as regards profits and losses, deal witht heprofits or losses of thebody corporate in
respect of hte five financial years immediately preceidng the delivery of the statement of the
Registrar; and
(b) so far as regards assets and liabilities, deal withthe assets and liabilties of thebody corporate at
hte last date to whicht he accounts of the body corporate were made up.
(3) If the otherbody corporate has ubsidiaries, the report referred to in sub-paragraph (1) of this
paragraph shall –
(a) so far as regards profits and losses deal separately withthe other body corporates profits or
losses as provided by the last foregoing sub-paragraph, and in addition deal –
(i) as a whole with the combined profits or losses of its subsidiaries, so far 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 corporates profits or losses, deal as a whole
with the profits or losses of the othre corporate and, so far as they concern member of the other
body corporate with the combined profits or losses of its subsidiaries; and
(b) so far as regards assets and liabilities, deal separately with the other body corporates 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
other body corporates assets and liabilities; or
(ii) individually with the assets and liabilities of each subsidiary;
and shall indicate as respect the assets and liabilities of the subsidiaries the allowance to be made
for persons other than members of the company.

______________

PART III

Provisions Applying to Parts I and II of this Schedule
_______________

3. In this Schedule the expression vendor includes a vendor as defined in Part III of the Third
Schedule to this Act, and the expression financial year has the mean assigned to it in that Part of
that Schedule.

4. If in the case of a business which has beencarried on, or of a body corporate which has been
carrying on business, for less than five yeras, 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 and
adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the
report which to the persons making the report appear necessary, or shall make those adjustments and
indicate that adjustements have been made.

6. Any report by accountants reauired 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 companys holding company; and for the purposes of this
paragraph the expression officer shall include a proposed director but not an auditor.

THIRD SCHEDULE

(Section forty, forty-two, forty-eight, fifty-one, two
hundred and ninety and two hundred and ninety-one)
__________________
Matters to be specified in Prospectus and Reports to be
Set out Therein

PART I
Matters to be Specified

1. Except whre the prospecturs is issued prior to the incorporation of the company, the date of
incorporation of the company and the address of its registered office.
2. The number of shares, if any, fixed by the articles as the qualification of a director, and any
provisions as to the remuneration of directors whether for their services to the company as directors,
managing directors or otherwise, whether under the articles or under contract or otherwise.
3. (1) The names, occupations and addresses of th directors, or proposed directors.
(2) The name and address of the adutor, if any.
(3) The term for which any present director and making director holds office and the manner
in and term for which any future director and managing director will be appointed, including
information as to any exclusive or special right held inr espect of the appointment of any director and
managing director.
4. Where shares are offered to the public for subscription, particulars as to-

(a) the minimum amount which, inthe opinion of the directors, be raised by the issue of those
shares in order to provide the sums, or, if any part thereof is to be defrayed in any other
manner, the balance of the sums required to be provided in respect of each of the following
matters –
(i) the purchase price of any property rights (including goodwill, if any) 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 byt he company, and any commission so payable to
any person in consideration of his agreeing to subscribe for, or of his procuring or
agreeing to procure subscriptions for, any shares inthe company;
(iii) the repayment of any moneys borrowed by the company in respect of any of the
foregoing matters;
(iv) any other expenditure, stating the nature and purpose thereof and the estimated amount in
each case; 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.
5. The time of the opening of the subscription lists.
6. (1) The amount payable on application and allotment on each share, and inthe case of a
second or subsequent offer of shares,the amount offered for subscription on each previous allotment
made within the two preceding years, the amount actually allotted and the amount, if any, paid on the
shares so allotted.
(2) The amount payable by way of premium, if any, on each share which has been or is to be
issued stating the dates of issue, the reasons for any such premium, and, where some shares have
been or are to be issued at a premium and other shares at par or at a lower premium, alsot he reasons
for the differenciation, and how any premium has been or is to be disposed of.
7. The substance of any contract or arrangement or proposed contract or arrangement, whereby
any option or preferential right of any kind has been or is proposed to be given to any person to
subscribe for any shares in or debentures of any company; giving the number, description and amoutn
of any such shares or debentures and including the following particulars of the option or right.
(a) the period durign which it is exercisable;
(b) the price to be paid for shares or debentures 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 or if given to
existing members or debenture holders as such, the relevant shares or debentures;
(e) any other material fact or circumstance relevant to the grant of such option or right.
Subscribing for shares or debentrues shall, for the purpose of this paragraph, include acquiring them
from a person to whom they have been allotted or agreed to be allotted with a view to his offereing
them for sale.
8. The number and amount of shares and debentures wihich within the two preceding years have
been issued, or agreed ot be issued, as fully or partly paid up otherwise than in cash, and inthe latter
case the extent to which they are so paid up, and in either case the consideration for which those
shares or debentures have been issued or are propsed for intended to be issued.
9. (1) As respects any property to which this paragraph applies-
(a) the names and addresses of the vendors;
(b) the amount payable in cash, shares or debentures tot he vendor and, where there is more
than one separate vendor, or the company is a sub-purchaser, the amount so payable to
each vendor;
(c) short particulars of any transaction relating tothe property completed within the preceding
two years in which any vendors of the property to the company, or any person who is or
was, at the time of the tansaction, a promoter or a director or a proposed director of the
company, had any iterest, direct or indirect. When the vendors, or any of them, are in
partnership, the members of thep artnership shall not be treated as separate vendors.
(2) The property to which this paragraph applies is property purchased or acquired byt e
company 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 prospecturs or the purchase or acquisition of
which has not been completed at the date of the issue ofthe prospecturs, other than property –

(a) the contract for the purchase or acquisition whereof was entered into inthe ordinary
course of the company’s business, the contract not being made in contemplation of the
issue nor the issue in consequence of the contract; or
(b) as respects whicht he amount of the purchase money is not material.
10. The amount, if any, paid ot payable as purchase money in cash, shares or debentures for any
property to whichhelast foregoing paragraph applies, specifying the amount, if any, payable for
goodwill.

11. The amount, if any, andthe nature and extent of any consideration, paid withint he two
preceding years, or payable as commission to any person (including commission so paid or payable to
any sub-underwriter, who is a promoter or director or other officer of the company but excluding
commission so paid or other officer of the company but excluding commission so paid or payable to
any other sub-underwriter) for subscribing or agreeing to subscribe, or procuring or agreeing to
procure subscriptions for any shares in, or debentures of the company, the name, occupation and
address of each person, particulars of the amounts which each has underwritten or sub-underwritten,
of the rate of thecommission payable for such underwriting, or sub-underwriting, and any other
material term or condition of the underwriting or sub-underwriting contract with such person; and
when such person is a company, the name of the directors of such company and the nature and extent
of any interest, direct or indirect, in such company of any promoter, director or other officer of the
company in respect of whichthe prospectus is issued.
12. The amount or estimated amount of preliminary expenses and the persons by whom any of
the expenses have been paid or are payable, andthe amount or estimated amount of the expenses of
the issue and the persons by whom any of these expenses have been paid or are payable.
13. Any amount or benefit paid or given withinthe two preceding years or intended to be paid or
given to any promotor, with his name and address, or to any partnership, syndicate or other
assocaition of which he is or was at any material time a memebr, and the consdieration for such
payament or the giving of such benefit.
14. The dates of, parties to and general nature of every material contract, not being a contrac
tentred into inthe ordinary course of the business carried on or intended to be carried on by the
company or a contract entered into more than two years before the date of issue of the prospecturs and
a reaosnable time and place at which any such contract or copy thereof may beinspected.

15. Full particulars of the nature and extent of theitnerest, if any, of every director or promotor in
the promotion of, or int he property acquired withint wo years of the date of the prospectus or
proposed to be acquired by the company or, where the interest of such director or promotor consists in
being a member of a partnership, company, syndicate or other assocaition of persons, the nature and
extent of the interest of such partnership, company syndicate or other association, with a statement of
all sums paid or agreed to be paid to him or it in cash or shares or otherwise bay any person either to
induce him to become, or to qualify as a director or otherwise for services rendered by him or by it in
connection with the promotion or formation of the company.

16. (1) The number of founders’ and management or deferred shares, if any, and any special
rights attaching thereto, and the nature and extent of the interest of theholderes in the property and
profits of the company.
(2) Particulars of the share capital, nominal issued, paid up and held in reservethe number and
classes of shares and the nominal value thereof; and if the prospectus invites the public to subscribe
for shares in the company, a description of the respective voting rights, preference, conversion and
exchange rights, rights to dividends, profits or capital of each class, including redemption rights and
rights on liquidation or distribution of capital assets.
17. In the case of a company which has been carrying on business, or of a business which ahs
been carried on for less than five years, the length of time during whichthe business of the company or
the business to be acquired, as the case may be, has been carried on.

_____________________
PART II
Reports to be Set Out
_____________________

18. (1) A report by the auditors of the company 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 dividends, if any, paid byt he company in respect of each class of shares
inthe company in respect of each of the five financial years immediately preceding the
issue of the prospecturs, giving particulars of each such class of shares on which such
dividends have been paid and particulars ofthe cases in which no dividends have been
paid in respsect of any class of shares in respect of any of those years;
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 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 company has no subsidiaries, the report shall –
(a) so far as regards profits and losses, deal withthe profits or losses of the company in respect of
each of the five financial years immediately preceding the issue ofhte prospecturs; and
(b) so far as regards assets and liabilities, deal withthe assets and liabilities of the company at the
last date to which the accounts of the company were made up.
(3) If the company has subsisdiaries, the report shall –
(a) so far as regards profits and losses, deal separately with the company’s profits or losses as
provided by the last foregoing sub-paragraph, and in addition, deal –
(i) as a whole witht eh combined profits or losses of its subsidiaries, so far as they concern
members of the company; or
(ii) individually with the profits or losses of each subsidiary, so far as they concern members
of the company;
or instead of dealing separately withthe company’s profits or losses, deal as a whole with the
profits or losses of the company and, so far as they concern members of the company, with
the combined profits or losses of its subsidiaries; and
(b) so far as regards assets and liabilities, deal separately withthe company’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
company’s assets and liabilities; or
(ii) individually withthe assets and liabilities of each subsidiary;
and shall indicate as respects the assets and liabiliteis of the subsidiaries the adjustments ot be made
for persons other than members of the company.
19. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is
to be applied directly of indirectly int he purchase of any business, a report made by accountants (who
shall be named inthe prospecturs) upon –
(a) the profits or losses of the business in respect of each of the five fiancnial years imemdiately
preceding the issue ofthe prospecturs; and
(b) the assets and liabilities of the business at the last date to which the accounts of the business
were made up.
20. (1) If –
(a) the proceeds, or any part of theproceeds, of the issue of the shares or debentures are or to be
applied directly or indirectly in any manner resulting int he acquisition by the company of shares
in any other body corporate; and
(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 company;
a report made by accountants (who shall be named inthe 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 other body corporate at the last date to whicht he accounts of
the body corporate were made up.
(2) the said report shall –
(a) indicate how the profits or losses of hte other body corporate dealt with by the report would, in
respect of the shares to be acquired, have concerned members of the company, and for holders of
other shares, what allowances would have fallen to be made, inr elation to assets and liabilities so
dealt with, if the company had at all material times held the shares to be acquired; and
(b) where the other body corporate has subsidiaries, deal withthe profits or losses and the assets and
liabilities of the body corporate and its subsidiaries inthe manner provided by sub-paragraph (3)
of paragraph 18 of this Schedule inr elation tothe company and its subsidiaries.

_____________________

PART III
Provisions Applying to Parts I and II of Schedule
_____________________

21. Paragraph 2 and paragraph 12 (so far as it relates to preliminary expenses) and paragraph 15
of this Schedule shall not apply inthe case of a prospecturs issued more than three years after the date
at which the company is entitled to commence business.
22. Every person shall for the prupose of this Schedule, be deemed to be a vendure who has
entered into any contract, absolute or conditional for the sale or purchase, or for any protion 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 prospecturs;
(b) the purchase money is to be paid or satisfied wholly or in part oout of proceeds of the issue
offered for subscritpion byt he prospecturs; or
(c) the contract depends for its validity or fulfilment ont he result of that issue.
23. Where any property to be acquired byt he company is to be taken on lease, this Schedule
shallhave effect as if the expression “vendore” included the lessor, and the expression “purchase
money” included the consideration for the lease, and the expression “sub-purchaser” included as sub-
lease.
24. If int he case of a company which has been carrying on business, or of a business which ahs
been carried on for less than five years, the accounts of the company or business have only been mad
eup in respect of four years or one year, as the case may be, were substituted for references to five
years.
25. The expression “financial year” in Part III 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 whichthe financial year of the company or bueinss 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 that Part of this Schedule be deemed to be a
financial year.
26. 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 the persons making the report necessary, or shall make those adjustments and
indicate that adjustemnts have been made.
27. 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 inthe employment of an officer
or servant, of the company or of the company’s subsidiary or holding company or of a subsidiary of
the company’s holding company; and for the pruposes of this pargraph that the experession “officer”
shall include a proposed director but not an auditor.

_____________________

FOURTH SCHEDULE
(Sections fifty-two and three hundred and seven)
_____________________

Form of Statement in Lieu of Prospectus to be Delivered
to Registrar by a company which does not issue a Prospectus
or which does-not go to Allotment on a Prospectus issued,
and Reports to be set out therein
_____________________

PART I
Form of Staement and Particulars to be Contained Therein
_____________________

THE COMPANIES ACT, 1967
Statement in lieau of Prospectus delivered for registration by ………………………………………………….
……………………………………………………….
(Insert the name of the Company)
Pursuant to section thirty-two of the Companies Act, 1967
Delivered for registration by ……………………………………………………………………………………………….
1. Names, description and addresses of
directors or proposed directors.
2. (a) The nominal share capital of the company
R
divided into …………………………………. shares of R each
shares of R each
shares of R each
(b) Amount, if any, of above capital
which consists of redeemable Shares of shares of R each

(b) The earliest date on which the
company has power to redeem
these shares
3. If the share capital of the company is
divided into different calsses of shares,t he
right of voting at meetings of the company
of capital and dividends attached to, the
several classes of shares respectively.
4. (a) Number and amount of shares and
debentures agreed ot be issued as fully
or partly paid up otherwise than in
cash.

(b) The consideration for the intended
issue of those shares and debentures.

5. The substance of any contract or
arrangement or proposed contract or
arrangement, whereby any option or
preferential right of any kind has been or
is proposed to be given to any person to subscribe for any shares in or debentures
of a company or to actuire them from a
person to whom they have been allotted or
agreed to be allotted with a view to his
offereing them for sale: giving the number
description and amount of any such shares
or debentures and including the following
particulars of the option or right:-
(a) the period during which it is
exercisable
(b) the price to be paid for shares or
debentures 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 person
to whom it or the right to it was given
or if given to existing members or
debenture holders as such, the relevant
shares or debentures.

(e) any other material fact or
circumstances relevant to the grant of
such option or right.
6. (a) Names and addresses of vendors of
property purchsed or acquired or
proposed to be purchased or acquired
by the company except where the
contract for its purchase or a
acquisition was entered into inthe
ordinary course of the business
intended to be carried on by the
company or the amount of the
purchase money is not material.
(b) amount (in cash, shares or debentures)
payable to each separate vendor.

1. ………………………………….. share of R
fully paid.
2. …………………. shares upon which
R…………….. per share credited……
as paid.
3. ………………………. debenture R
4. consideration:

1. ………………………………………………….
2. Shares of R
and
Debentures of R

3. Until ……………………………………………….

4. ………………………………………………………..

5. Consideration:

6. Names and addresses:

7. ……………………………………………………….

(c) The amount payable by way of
premium, if any, on each share which
has been or is to be issued stating the
reasons for any such premium, and
wehre some shares have been or are to
be issued at a premium and other
shares at a lesser or no premium, also
the reasons for the differentiation, and
how any premium is to be or has been
disposed of.
(d) Amount if any, paid or payable (in
cash or shares or debentures) for any
such property, specifying amount, if
any paid or payable for goodwill.

(e) Short particulars of any transaction
relating to any such propety which
was completed within the two
preceding years and in which any
vendor to the company or any person
who is, or was at the time thereof, a promotor, director or proposed
director direct or indirect with
particulars of such interest.
7. (a) amount, if any, paid or payable as
commision for subscribing or agreeing
to subscribe or procuring or agreeing
to procure subscriptions for any shares
or debentures in the company: or
(b) Rate of the commission.
(c) The number of shares, if any, which
persons have agreed for a commission
to subscribe absolutely.
8. (a) Estimated amount of preliminary
expenses
(b) By whom those expnses have been
paid or are payable.
(c) amount paid or intended to be paid to
any promotor
………………………………….
Consideation for the payment
……………

(d) any other benefit given or intended to
be given to any promotor
………………….
Consideration for giving of benefit
……………………………………………………..
..
9. (a) Dates of, parties to and general nature
of every material contract (other than
contracts entred into in the ordinary
course of the company or entered into
more than two years before teh
delivery of this statement).
(b) Time and place at which the contracts
or copies thereof may be inspected or

Total purchase price R
Cash ….. ….. ….. R
Shares … ….. ….. R
Debentures … ….. R

Goodwill ….. ….. R

Amount paid:

Amount payable:

Rate per cent:

Name of promotor
Amount R
Consideration:
Name of promotor
Nature and value of benefit:

Consideration:

(1) in the case of a contract not reduce
to writing a memmorandum giving full
particulars threof, and (2) in the case of a
contract wholly or partly in a foreign
language, a copy of a translation thereof in
English or Sesotho embodying a
translation in English or Sesotho of the
Parts in a foreign language, as the case
may be, being a translation certified in the
prescribed manner.
10. Names and addresses of the auditors of the
company, if any.
11. full particulars of the natures and extent of
the interest, if any, of every director or
promotor in the promotion of, or int he
property acquired within two years of the
date of the prospecturs or proposed to be
acquired by, the company, or where the
interest of such director or promotor
consists in being a member of a
partnership, company, syndicate or other association and the nature and extent of
such director’s or promotor’s interest inthe
parternership, company, syndicate or other
assocaiton, with a statement of all sums
paid or agreed to be paid to him or to it in
cash or shares or otherwise by any person
either to induce him to become, or to
qualify him as, a director or otherwise for
services rendered by him or by it in
connection with the promotion or
formation of the company. (Signature of
the persons above-named as directors or
proposed directors or of their agents
authorised in writing).

Date ……………………………………………………………..
…………………………………………………………………
………………………………………………………………
…
………………………………………………………………
..

_____________________

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
inthe statement) upon –
(a) the profits or losses of the business in respect of each of the five financial years immediately
preceding the delviery of the statement tot he Registrar; and
(b) the assets and liabilities of the business at the last date to whicht he 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 consequence thereof or in connection therewith will become
a subsidiary of the company, a report made by accountants (who shall be named inthe staement)
with respect to the profits and losses and assets and liabilities of the otehr body corporate in
accordance with sub-paragraph (2) or (3) of this paragraph, a sthe case requires indicating how
the profits or losses of the body corporate dealt with by the report would, in respect of the shares
to be acquried, have concerned members of the company, and what allowance would have fallen
to be made inr elation to assets and liabilities so dealth with, for holders of other shares, if the
company had at all material times held the sahres to be acquired.
(2) If the other body corporate has no subsidiaries, the report referred to inthe foregoing sub-
paragraph shall –
(a) so far as regards profits and losses, deal witht he profits or losses of the body corporate
inr espect of each of the five financial years immediately preceding the delviery of the
statement to the Registrar; and
(b) so far as regards assets and liabilities, deal with the assets and liabilities of the body
corporate at the last date to whichthe accounts of the body corporate wre made up.
(3) If the other body corporate has subsididaries the report referred to in sub-paragraph 91)
of this paragraph shall –
(a) so far as regards profits and losses, deal seaparately with the otehr body corporate’s
profits or losses as provided by the last foregoing sub-paragraph, 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) individdually withthe 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 withthe profits or losses of the other body corporate and, so far as they concern
members of the other body corporate, withthe combined profits or losses of its
subsidiaries; and
(b) so far as regards assets and liabilities, deal separately withthe other body corporate’s
assets and aliabilities as provided by thelast foregoing sub-paragraph and, in addition,
deal either –
(i) as a whole withthe combined assets and liabilities of its subsidiaries, with or without
the other body corporate’s assets and liabilities; or
(ii) individually withthe assets and liabilities of each subsidiary;

and shall indicae as respects the assets and liabilities of the subsidiearies the allowance to be made ofr
persons other than members of the company.

_____________________

PART III
Provisions Applying to Parts I and II of this Schedule
_____________________

3. In this Schedule the expression “vendor” inlcudes a vendor as defined in Part III of the Third
Schedule to the Act, and the expression “financial year” has the meaning assigned to it int hat 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 yeras, 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
adjustment as respects the figures of any profits or
losses or assets and liabilities dealt 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.

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 company 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.

_____________________

FIFTH SCHEDULE
(Sections ninety-six, three hundred and seven and three
hundred and thirteen)
THE COMPANIES ACT, 1967
______________________
Form of annual Return of a company
Annual Return of the ……………………………………………………………………………. company,
Limited, made up to the ………………… day of ………………………………….., 19 …….. (being the
dte of the first or only ordinary meeting in 19 ……).
The address of the registered office of the company is: –
………………………………………………………………….
………………………………………………………………….
………………………………………………………………….

Summary of share Capital and Shares

1. Nominal Capital R ………..A …………………… shares of R ………………………….. each
divided into (a) …………… A …………………… …………………………..
2. Total number of shares taken up (a) to the …………………… day of …………………………., 19 ……….
day (date of return) ………………………………………………………….. R ……………………………….
3. Number of shares issued subject to payment wholly in cash (a) …………………………………..
4. (i) Number of shares issued as fully paid up other than cash (a)
……………………………………….
.
(ii) The nature of the consideration given for such shares
……………………………
…………..
……………………………………….
.
5. (i) Number of shares issued as partly paid up to the
extent of ………………….. per share otherwise than in cash
(b) …………………………………………………………………………. ………………………………………..
……………………………………….
.
(ii) The nature of the consideration given for such shares
……………………………
……………………………………….
…………..
6. Amount calle dup on each of ………………………………………… shares
(b) ………………………………………………………………………………
R………………………………………….
7. Total amount of calls received, including payment on application
and allotment on shares forfeited ……………………………………. R
………………………………………

8. Total amount (if any) agreed to be considered as paid on
………………………………………………………………………………
shares issued as fully paid up otherwise than in cash
(b) …………………………………………………………………………. R
………………………………………..
9. Total amoutn (if any) agreed to be considered as paid on
……………………………………………………………………………….
shares issued as fully paid up to the extent of ………………
per share otherwise than inc ash (b) ……………………………. R
……………………………………….
10. Total amount of calls unpaid ……………………………………… R
……………………………………..
11. Total amount (if any) of sums paid by way of commission
in respect of any shares or debentures or allowed by way of
discount in respect of any debentures since date of last return
………………………………………………………………………………………. R
………………………………………..
12. The total number of shares forfeited (1) ……………………………… R
………………………………………..
13. Total amount (if any) paid on …………………………………………….
shares forfeited
R…………………………
……………
(a) If the sahres are of different classes, state them separately.

(b) Where various amounts have been called, or there are shares
of different classes, state them separately.

Particulars of Indebtedness

Total amount of debt due fromt he company sescured otherwise than
by operation of law ………………………………………………………………….. R
……………………………………..
The return must be signed at the end by a director and the secretary of
the company.
Presented for filing by
……………………………………………………………………………………………………………………

(See Form on page 197)

Names

List of Persons holding shares not fully paid up in the ………………………………………………. Company, Limited, on the
………. day of …………………………., 19 ………., and persons
who have held shares therein not fully paid up at any time since the
date of the last return or in the case of the first return, the date of the incorporation of the company.

Names and Addresses
Account of Shares not fully paid up

Particulars of
Shares
transferred
during the Prece-
ding Year by
Persons who are
still Members (c)

Particulars of
Shares
transferred
during the
Preceding Year
by Persons who
have ceased to
be Members (c)

Folio in
Register
Ledger
containing
Particulars

Surname

Christian
Name

Address

Number of
Shares held
by Existing
Members at
Date of
Return (a)
and (b)

Date of Number
Registration (b)
of Transfer
Date of
Number
Registration of
Transfer

Names and
Addresses of
Transferees

………………………………………………………………………..
………………………………………………………..
Secretary Director

(a) The aggregate number of shares held and not the distinctive numbers must be stated, and the column must be adred up throughout so
as to make one total to agree with that sated in the summary to have been taken up.
(b) 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.
(c) The date of registration of each transfer should be given as well a sthe number of shares transferred on eahc date. The particulars
should be placed opposite the name of the tranferor and not opposite that of the transfee, but the name of the transferee shall be
inserved in the column provided therefor.
Note. – Where the names of the members are entered in alphabetical order on the Register no folio number need be given.

B. – Should the number of members of the company exceed fifty, the
following certificate is required:-
We certify that the excess of members of the company above fifty
consist wholly of persons who are in the employment of the company and/or
of persons who, having been formerly inthe employment of the company,
where while in such employment, and have continued after the termination of
such employment,t o be members of the company.

…………………………………………………………………….
Director

…………………………………………………………………….
Secretary

_______________

SIXTH SCHEDULE

(Sections fifty-nine, one hundred and fourteen, one hundred and
seventeen, one hundred and nineteen, one hundred and twenty-five and
three hundred and thirteen)
________________

The companies Act, 1967
__________

ACCOUNTS
__________

Preliminary

1. Part I of this Schedule applies to the balance sheet and profit and loss
accounts and is subject tothe exceptions and modifications provided for by
Part II in the case of a holding company; and by Part III in the case of
companies of the classes there mentioned.

This schedule has effect in addition to the provisions of sections one
hundred and fity-five and one hundred and fifty-six, dealing with directors’
salaries, pensions and other emoluments and with loans to directors and other
officers rspectively. It incorporates sundry provisions int he Act dealing with
special matters to be shown inthe balance sheet.

_______________

PART I

General Provisions as to Balance Sheet and Profit
and Loss Account
______________

Balance Sheet

2. The authorised share 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) the classes of shares into which the authorised capital is diveded and
the amount of capital in respect of each class;
(b) the amount of the issued capital in respect of each class of sharea;
(c) any part of the issued capital which consists of redemable preference
shares and the earliest date of whichthe company has power to
redeem such shares;
(d) the amount of the share premium account;
(e) particulars of any redeemed debentures whichthe 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;
(b) any expenses incurred in connection with any issue of share capital
or debentures;
(c) any sums paid by pay of commission in respect of any shares or
debentures;
(d) any sums allowed by way of discount in respect of any debentures.

4. (1) The reserves, provisions, liabilities and fixed and current 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 calss;
and
(b) where any assets of one class are not separate from assets of another
class, those assets may be included under the same heading.
(2) Fixed assets shall be distinguised from current assets, provided that
an asset need not be distinguished as fixed or current if to do so would
result in failure to give a true and fair vie of its nature. Where an asset is
not distinguished as fixed or current, the assets shall be specifically
described.
(3) The method of arriving at the amount of any fixed asset shall be,
subject ot the next following sub-paragraph, to take the difference
between-

5. (1) The method of arriving at the amount of any fixed asset shall be,
subject ot the next following sub-paragraph, to take the difference between –
(a) its cost, or, if it stands inthe 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
dimimution in vlaue;
and for the purpose of this paragraph the net amount at which any assets
stand inthe company’s books at the date of the coming into force of this
Schedule (after deduction ofthe amounts previously provided or written off
for depreciation or diminution in value) shall, if the figures relating tot he
period before that date cannot be obtained without unreasonable expense or
delay, be treated as if it were the amount of a valuation of those assets made
at that date and, where any of the those assets are sold, the said net amount
less the amount of the sales shall be treated as if it were the amoutn of a
valuation so made of the remaining assets.
(2) The foregoing sub-paragraph shall not apply –
(a) to assets for whichthe figures relating to the period beginning
withthe coming into force of this Schedule cannot be obtained
without unreasonable expense or delay; or
(b) to assets the replacement of which is provided for wholly or partly –
(i) by making provision for renewals and charging the cost to
replacement against the provision so made;
or
(ii) by charging the cost of replacement direct to revenue; or
(c) to any investoment of which the market value (or, inthe case of
investments not having a markt value, their value as estimated by the
directors) is shown either as the amount of the investments or by
way of note; or
(d) to goodwill, patents or trade marks.
(3) For the assets under each heading whose amount is arrived at in
accordance withthe sub-paragraph (1) of this paragraph, thre 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 paragraph (b) thereof.
(4) As respects the assets under each heading whose amount is not
arrived at in accordance withthe said sub-paragraph (1) because their
replacement is provided for as mentioned in sub-paragraph (2) (b) 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. The aggregate amounts respectively of capital reserves, revenue
reserves and provisions (other than provsiions for depreciation, renewals of
diminution in value of assets) shall be stated under separate headings:
Provided that –
(a) this paragraph shall not require a separate statement of any of the
said three amounts which is not material; and

(b) the Minister may direct that there shall not be required a separate
staement of the amount of provisions where he is satisfied that this is
not required in the public interest and would prejudice the company,
but subject to the condition that any heading stating an amount
arrived at after taking into account a provision (other than as
aforesaid) shall be so framed or marked as to indicate that fact.

7. (1) Ther shall also be shown (unless it is shown inthe profit and loss
account or a statement or report annexed thereto, or the amount involved is
not material) –
(a) where the amount of the capital reserves, of the revenue reserves or
of the provsiions (other than provisions for depreciation, renewals or
diminution in value of assets) shows an increase as compared witht
he amount at the end of the immediately preceding financial year,
the source from which the amount of the icnrease has been derived,
and
(b) Where –
(i) the amount of the capital reserves or of the revenue reserves
shows a decrease as compared witht he amoutn at the end of the
immediately preceding financial year; or
(ii) the amount, at the end of the immediately proceding financial
year, oft he provisions (other than provisions for depreciation,
renewals or diminution in value of assets) exceeded the
aggregate of the sums since applied and amounts still retained
for the purposes thereof;
the application ofthe amounts derived formthe difference.
(2) Where the heading showing any of the reserves or 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.

8. (1) There shall be shown under separate headings –
(a) the aggregate amounts respectively of the company’s trave
investments, quoted investment other than trade investments;
(b) if the amount of thegoodwill and of any patents and trade marks or
part of that amount is shown as separate item in, or is otherwise
asceratainable formthe books of the company, or from any contract
for the sale or purchase of any property ot be acquired by teh
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 conveyance of any such property, the said amoutn 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 amounts of any outstanding loans made under the
authority of provisos (ii) and (iii) of sub-section (1) of section fifty-
eight of the Act;
(d) the aggregate amount of bank loans and overdrafts;

(e) the aggregate amount which is recommended for distribution by way
of dividend.
(2) Nothing in head (b) of sub-paragrpah (1) shall be taken as requiring
the amount of the goodwill, partents and trade marks to be stated otherwise
than as a single item.
(3) The heading showing the amount of the quoted investments other
than trade investments shallbe sub-divded where necessary,t o 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 recognised stock
exchange.
9. Where any liability of the company is secured otherwise than by
operation of law on any assets of the company, the fact shall be stated,
specifying the liability and the assets on which it is secured.
10. Where any ofthe company’s debentures are held by a nominee of or
trustee for the company, the nominal amount of ghe debentures and the
amoutn at whicht hey are stated in tbe books of the company shall be stated.
11. (1) The matters referred to inthe followingsub-paragraphs shal be
stated by way of note, or in a statement or report annexed, 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, or inr espect of which any
person has nay preferential right of subscription, together witht he following
particulars:-
(a) the period during which the option or right is exerciable;
(b) the price to be paid for shares subscribed for under it.
(3) The amount of any share capital whichthe memebrs have either inthe
articles or by resolution authorised the directors to issue or to give an option
to take up, the terms of such authority and the period for which it is granted.
(4) The amount of any arrears of fixed cumulative dividentds onthe
company’s shares and the period for which the dividends or, if there is more
than one calss, each class of them, are in arrear.
(5) Particulars of any charge ont he assets of the company to secure the
liabilities of any other person, including, where practicable,t he amount
secured.
(6) The gernal nature of any other contingent liabilities not provided for
and, where practicable,the aggregate amount or estimated amount of theose
liabilities, if it is material.
(7) Where practicable, the aggrate amount or estimated amount if it is
material, of contracts for capital expenditure so far as not provided for.
(8) If int he opinion of the directors any of the current assets have not a
value, on relaisation inthe ordinary course of the company’s business, at least
equal to the amount at which tehy are stated, the fact that the directors are of
that opinion.
(9) The aggregate market value of the company ‘s quoted investment,
other than trade investments, wehre it differs fromthe amount of the
investments as sted.

(10) The basis on which foreign currencies have been converted into
current lawfully used in Lesotho, wehre the amount of assets or liabilities
affectd is material.
(11) Except in the case of the first balance sheet laid down before the
company after the coming into force of this Schedule, the corresponding
amounts at the end of the immediately preceding financial year for all items
shown inteh balance sheet.

Profit and Loss Account

12. (1) There shall be shown separately –
(a) profits or losses on share transacitons;
(b) the amount of income from investments, distinguishing between
trade investments and other investments;
(c) the aggregate amount ofhte dividends apid and propsed;
(d) the amount charged against revenue by way of provision for
depreciation, renewals or diminution in value of fixed assets;
(e) the amount of the interest onthe company’s debentrues and other
fixed loans;
(f) the amount provided for taxation in respect of the period covered byt
he account and the amount, if any, provided in respect of any otehr
period (specifying the taxes);
(g) the amount respectively provided for redemption of share capital and
for redemption of share capital and reredemption of loans;
(h) the amount respectively provided for redemption of share capital and
for redemption of loans;
(i) subject to sub-paragrpah (2) of this pargraph, the amount, if material,
set aside to provisions other than provsiions for depreciation, renewals or
diminution in value of assets or, as the case may be, the amount, if
material, withdrawn from such provsiions and not applied for the
purposes thereof;
(j) the aggregate amount paid or payable to any holding or subsidiary
company of the company as remuneration for manageria, technical
or secretarial services including buying or selling commissions,
however described.
(2) The Minister may direct that a company shall not be obliged to show
an amount set aside to provisions in accordance with sub-paragraph (1) (i) of
this paragraph, if he is satisfied that that is not required in the public interest
and would prejudice th company, but subjec tothe condition that any heading
stating an amount arrived at after taking into account the amount set aside as
aforesaid shall be so framed or marked as to indicate the fact.
13. If the remuneration of hte auditors is not fixed byt he company in
general meeting, the amont thereof shallbe shown under a separate heading,
and of rhte purposes of this paragraph, any sums paid bythe company in
respect of the auditor’s expenses shallbe deemed to be included inthe
expression “remuneration.”

14. (1) The matters referred to inthe following sub-paragraph shall be
ssted by way of note if not otehrwise shown.

(2) If depreciation or replacement of fixed assets is provided for by
some method other than a depreciation charge or provsion 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 is computed. If not
provision for taxation has been made, a staement of that fact,t he reason
thefore, and the period in respect of which noprovsion has been made.
(4) Except int he case of the first profit and loss acocunt laid before the
company after the coming into force of this schedule, the corresponding
amounts for the immediately preceding financial year for all items shown
inthe profit and loss account.
(5) Any material respects in which any items shown inthe profit and loss
account are affected –
(a) by trnsactions of a sort not usually ndertaken bythe compnay or
otherwise by circumstances of an exceptional or non-recurrent nature,
including the realisation of non-trading and fixed and other capital assets.
(b) by any change in the basis of accounting.

_______________

PART II

Special Provisions Where the company is a
Holding or Subsidiary company

_______________

A. Modifications of an Additions to Requirements as to
Company’s Own Accounts

15. (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 loan or otherwise) fromthe company’s
subsidiaries, distinguishing shares from indebtedness, shall be set out inthe
balance sheet separately from all the other assets of the company, andthe
aggregate amount of indebtednes (whethr on account of loan or otherwise) to
the company’s subsidiaries shall be so set out separately from all its other
liabilities and –
(a) the reference in Part I of this Schedule to the company’s investments
shall not include investments in its subsidiaries required by this
paragraph to be separately set out; and
(b) paragraph 5 of this Schedule, sub-paragraph (1) (d) of paragraph 12,
and ub-paragraph (2) of paragraph 14 thereof shall not apply inr
elation to fixed assets consisting of interests inthe company’s
subsidiaries.
(3) There shall be shown by way of note onthe balance sheet or in a
stement 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 inthe cse of which
the subsidiary is concerned ina representative capacity or inthe case of which
ti is concerned as trustee and neither the company or any subsididary thereof
is beneficially interested under the trust, otherwise than by way of security or
only for the purposes of a transaction entered into by it in the ordinary course
of a busness which includes the lending of money.

(4) Where group accounts are not submitted, there shall be annexed tohte
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 int he companys accounts,
of the subsidiaries profits after deducting the subsidiaries losses
(or vice versa) –
(i) for respective financial year of the subsidiaries ending with or
during the financial year of the company; or
(ii) for their previous financial years since they respectively
became the holding companys subsidiary;
the net aggregate amount oft he subsidiaries profits after deducting
the subsidiaries losses (or vice versa) –
(i) for the respective financial years of hte subsidiaries, ending
with or during the financial year of hte company; and
(ii) for their other financial years since they respectively became
the holding companys subsidiary;
so far as those profits are dealt with or provision is made for those
losses, inthe companys accounts;
(d) any qualifications contained in the report of the auditors of the
subsidiaries on their accounts, and any note or saving contained int
hose accounts to call attention to a metter which, aprart from the
note or saving, would properly have been referred to in such a
qualificaiton, in so far as the matter which is the subject of the
qualification or note is not covered by the companys own accounts
and is material from the point of view of its members;
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 Minister may, on the application or withthe consent
of the companys directors, direct that inr elation 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 of the last foregoing sub-paragraph shall apply
only to profits and losses of a subsidiari which may properly be treated inthe
holding companys accounts as revenue profits or losses, and the profits or
losses attributable to any shares in a subsidiary for the time being held by the
holding company or any other of its subsidiaries shall (for that or any otehr
purpose) be treated as aforesaid so far as they are profits orl osses for the
period before the date on or as from which the shares were acquired by the
company of any of its subsidiaries except that the may in a proper case be so
treated where –
(a) the ocmpany is itself the subsidiary of another body corporate; and

(b) the shares were acquired from the body corporate or a subsidiary of
it;
and, for hte purpose of determining whether any profits or losses are to be
treated as profits or losses for the said period, the profit or loss for any
financial year of the subsidiary may, if it is not practicable to apportion it
with reasonable accuracy by reference to the facts, be treated as accruing
from day to day during that year and be apportioned accordingly.
(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 year did not end with that of the company –
(a) the reasons why the companys directors consider that the
subsidiaries financial year 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 or latest
of those dates.

16. (1) The balance sheet of a company which is a subsidiary of another
body corporate, whether or not it is itself a holding company, shall show the
aggregate amount of its indebteness to all bodies corporate of which it is a
subsidiary or a fellow subsidiary and the aggregate amount ofhte
indebtedness of all such bodies corporate to it, distinguishing in each case
between indebtedness in respect of debentures and otherwise.
(2) For purpose of this paragraph, a company shall be deemed to be a
fellow subsidiary of another body corporate if both are subsidiaries of the
sme body corporate but neither is the others

B. Consolidated Accounts of Holdintg Company and Subsidiaries

17. 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 hte subsidiaries dealt with by the
consolidated accounts, but with such adjustmenets, if any, as the directors of
the holding company think necessary.
18. Subject as aforesaid and to Part III of this Schedule, the consolidated
accounts shall, in giving the said information, company, so far as practicable,
withthe requirement of the Act as if they were the accounts of an actual
company.
19. Sections one hundred and fifty-five and one hundred and fifty-six of
the Act shall not, by virtue of the last two paragraphs, apply for the purpose
oft he consolidated accounts.
20. Paragraph 7 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 force of this Schedule.
21. In relation to any subsidiaries of the holding company not dealt with
by the consolidated accounts –

(a) sub-paragraphs (2) and (3) of paragraph 15 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 wer esubsidiaries; and
(b) there shall be annexed the like statement as is reuire by sub-
paragraph (4) of that paragraph where there are no gruop accounts,
but as if reference therein to the holding companys accounts were
references to the consolidated accounts.

_________

PART III
Exceptions for Special Classes of Companies
________

22. (1) A banking company as defined by section two hundred and
eighty-five of the Act shall not be subject to the requirments of Part I of this
Schedule other than –
(a) as respects its balance sheet those of paragraph 3, pargraph 8 (except
sub-paragraph (1) (d), paragraph 9 (except in so far as it requires any
liability and the assets on which it is secured to be specified),
pagraph 10 and paragraph 11 (except sub-paragraph (90; and

(b) as respects its profit and loss account those of paragraph 13 and sub-
paragraphs (1) and (4) of paragraph 14;
but, whre in its balance sheet capital reserves, revenue reserves or provisions
(other than provision s for depreciation, renewals or diminution in vlue of
assets) are not stated separately, any heading stating an amount arrived at
after taking into account such a reserve or provision shall be so framed or
marked as to indicate that fact, and its profit and loss account shall indicate
by appropriate words the manner in which the amount stated for the
companys profit and loss has been arrived at.
(2) The accounts of a company described in sub-paragraph (1) thereof
shallnot be deemed, by reason only of the fact that they do not comply with
any requirements of the said Part I from which the company is exempt by
virtue of this paragrph, not to give the true and fair view required by the Act.
23. (1) Pargraph 22 of this Schedule shall apply with like effect to an
insurance company defined by section two hundred and eighty-five oft he Act
(hereinafter referred to as an insurance company); and an insurance company
shall also not be subject to the requirements or sub-paragraphs (1) (a) and (3)
of pargraph 8 and sub-paragraphs (5) to (8) of pargraph 11 of this Schedule:
Provided that the Minister may direct that any insurance company
whose business includes to a substantial extent business other than
insurance business shall comply with allt he requirements of the said
Part I of this Schedule or such of them as may be specified inthe
direction in respect either of the whole of its busines or such part thereof
as may be so specified.
(2) Where an insurance company is entitled tot he benefit of this
paragraph, then any wholly owned subsidiary thereof shall also be so entiled

it its business consits only of business which is complementary to insurance
business of the classes carried on byt he insurance company.
(3) For the purposes of this paragraph, a company shall be deemed t- be
the wholly owned subsidiary of an insurance company if it has no members
except the insurance company and the insurance companys wholly owned
subsidiaries and its or their nominees.
24. (1) A company to which this pargraph applies shall not be subject to
the following requirements of Part I of this Schedule, that is to say –
(a) as respects its balance sheet, those of paragraph 4 (except so far as
the said paragraph relates to fixed and current assets) and paragraphs
5, 6, and 7; and
(b) as respect its profit and loss account, th ose of sub-paragraph (1) (d),
and (h) and (j) of paragraph 12;
but a company taking advantage of this paragraph shall be subject, instead of
the said requirements, to any prescribed conditions as respects matters to be
stated in its accounts or by way of note thereto and as respects information to
be furnished to the Minister or a person authorised by him to require it.
(2) The accounts of a company shall not be deemed, by rason only of the
fact that they donot comply with any requirements of hte said Part I, from
whicht he company is exempt by virture of this paragraph, not to give the true
and fair view required by the Act.
(3) This paragraph applies to companies of any class prescribed for the
purposes thereof, and a class of companies may be so prescribed if it appears
to the Minister desirable in the interest of Lesotho:
Provided that, if the Minister as satisfied that any of the conditions
prsecribed for the purposes of this pargraph have not been complied with
in the case of any company, he may direct that so long as the direction
continues in force this paragraph shall not apply tot he company.
25. Where a company entitled to the benefit of any provision contained
int his Part of this Schedule is holding company the referenc ein Part II of this
Schedule to consolidated accounts complying with the requirement oft heAct
shall, in relation to consolidated accounts of that company, be construed as
referring to those requirements in so far only as they apply to the separate
accounts of that company.

___________

PART IV

Interpretatin of Schedule
___________

26. (1) For the purposes of 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 for ny known

liability of whic 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 depreciation,
renewals or diminution in value of assets or retained by way of
providing for any known liability;
the expression capital reserve shall not include any amount
regar
ded
as
free
for
distri
butio
n
throu
gh
the
profit
and
loss
accou
nt;
and

(d) the expression revenue reserve shall mean any reserve other than
a capital reserve;
and in this paragraph the expression liability shall include all liabilities inr
espect of expenditure contracted for and all disputed or contingent liabilities;
and shall include further any amount referred to in sub-paragraph (f) of
paragraph (12 (1) of this Schedule.
(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 wirtten off in relation to fixed assets before the comming
into force of this Schedule
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.
27. For the purposes aforesaid the expression trade investment means
an investment by a company inthe shares or debentures of another company,
not being its subsidiary, for the purpose of enhancing or facilitating the trade
or business of the first company; and no investment shal be deemed to be
atrade investment which does not constitute, and isn ot treated as, a fixed
asset.
28. 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 recognised stock exchange, and the expression
nquoted investment shall be construed accordingly.

_____________

SEVENTH SCHEDULE
(Sections one hundred and ninety-three, three hundred and
seven and three hundred and thirteen)
_____________

The Companies Act, 1967
_____________

FIRST TABLE

Table of Fees to be Paid by a Company (other than an
External Company) under this Act
_____________

(1) For registration of a company – twelve and one-half centres for every
R100 or portion of R100 of the nominal capital of the company. In no case,
however, shall the registration fee be less than R10.
(2) For registration of any increase of capital made after the first
registration of the compnay – whenever a company increases its capital, a fee
of 12 shall be paid in respect of every R100 or portion of R100 of such
additional capital.

R/c
(3) Certificate of incorporation of any company

0.50
(4) Registration of altered memorandum of association and
of court confirming same ……………………………………… 4.00
(5) Registration of change of name ……………………………… 2.00
(6) Registration of any document orm aking a record of any
Fact authorised or required to be registered or recorded or
required to be delivered, sent or forwarded to the Registrar
and not previously specified …………………………………… 0.50

____________

SECOND TABLE

Table of Fee Payable by a Company Limited by
Guarantee and by an Unlimited Company
____________

Matter in rspect of which Fee is
payable
Amount of Fee

For registration of a company
limited by guarantee and having a
share capital or an unlimited
company having a share capital
The same amount a would be
charged for registration if the
company were limited by shares or
the same amount as would be so
charged if the company had not a
share capital, whichever is the
higher

For registration of an increase in
the share capital of any company
An amount equal to the difference
(if any) between the amount which
would have been payable on first
registration byr eference to its
capital as increased and the amount
which would have been so payable
by reference to its capital
immediately before the increase.

For registration of an increase
inthemembership of company
limited by guarantee or an
unlimited by guarantee or an
unlimited company.
An amount equal to the diffrence
(if any between the amount which
would have been payable on first
registration by reference to its
membership a increased and the
amount which would have been so
payable by reference to its
memerhip iimediately before the
increase.

THIRD TABLE

Table of Fees to be Paid by an External
Company under this Act
_____________

(1) For the registration ofhte charter, statues or memorandum R/c
and articles of the company, or other instrument constituting
or defining the constitution ofthe company ……………………. 20.00
(2) For registration of any alteration in such instrument

4.00
(3) Registration of any document or making a record of any fact
authorised or required to be registered or recorded or
required to be delivered, sent or forwarded to the Registrar and
not previously specified ……………………………………………….. 0.50

______________

FOURTH TABLE
MISCELLANEOUS FEES

Table of Fees to be Paid in Respect of any Company or
External Company under this Act
______________

R/c
(1) For any certificate issued by the Registrar or Registrar of Deeds 0.50
(2) For inspection of documents relating to any one company filed
with the Registrar or Registrar of Deeds ……………………………. 0.25
(3) For inspection of the entries inthe registers kept by the Registrar
or Registrar of Deeds relating to any one company ……………… 0.17
(4) Copies of any deed or other document –
(a) When prepared by an official, per 100 words, 10c
with a minimum of …………………………………………………. 0.50
(b) When prepared by applicant, per 100 words, 2
With a minimum of ………………………………………………… 0.30
(5) For collating documents for certification, for every 100 words
or part thereof …………………………………………………………….. 0.05

______________

FIFTH TABLE
______________

Table of Fees to be Paid tot he Master in Connection with
Winding-up or Judicial Mangement of any Company
R/c
(1) For every certificate under the hand of the Master 0.50

(2) For every report prepared by the Master, in the discretion
of the Master ………………………………………. from R1 to 20.00

(3) (a) Searching for any entry or record or for any document or
for the inspection of any one record or ducument whether
by an offical or a member of the public (but excluding the
liquidator) for each serch or inspection ………………………. 0.10

(b) When result of search or inspectio as above is convenyed
by letter an additional fee in the discretion of the Master,
not exceeding ……………………………………………………….. 0.50

(4) For taxing liquidators remuneratio or bill of costs, on every rand
or fraction of a rand of the amount taxed …………………………. 0.10

(5) For binding documents in each winding-up according to the
number and volume of the documents in the discretion of the
Master …………………………………………………… From R1 to 4.00

(6) Making a copy of any document, per 100 words, 10c
with a minimum of ………………………………………………………. 0.50

Photostatic copy, foolscap or smaller size page, each ………….. 0.30
Photostatic copy, larger than foolscap size page, each …………. 0.50
(7) On the assets available for distribution (before deducting this fee)
among creditors and contributories, of any company in
liquidation, including any security taken over by a creditor,
an inventory fee to to be affixed tothe liquidation account: for
each R100 or portion of R100 oft he gross value of the assets
dealt with in such liquidation account ……………………………… 0.07

Note. – In the case of a company which has been placed
under judicial managment and is thereafter wound up, this fee
shall not be payable.

(8) In respect of companies which have been placed under
judicial management there shall be paid a stamp fee on the gross
value of the assets owned by the company, as disclosed by the
reports or other information which the judicial manageer
is required to submit to the Master int erms of sectin two hundred
and sixty-six (1) (b). – For each R100 or portion of R100 of the
gross value of the assets……………………………………………………..

0.07

___________

SIXTH TABLE

Table of Fees Payable to Liquidator
__________

(1) Where the appointment is provisional and –
(a) the petition is withdrawn or dismissed; or
(b) the winding-up order is made, but the provisional liquidator is not
continued as liquidator;
a fee to be taxed by the Master, with due regardt o the special circumstances
of the case
(2) Where a liquidator is appointed to liquidate the company he shall be
entitled –

(a) to remuneration at the following tariffs:
On the proceeds of movable property (other than
shares or similar securities) sold, or upon the amount
collected under promissory notes or book debts, or as
rent, interest, or other income
…………………………………………………………….

On the proceeds of immovable properly, shares and
similar securities sold, life insurance policies and
mortgage bonds recovered –
On the first R10,000 ………………………….
On any amoung in excess of the first R10,000
On cash included in the assets

If the total remuneration of a liquidator under this tariff is less
than R80 in all, he shall be entitled, up to that amount, to
remuneration at the rate of 5 percent cent on the value of all the
assets of the company, with a minimum of R10.

5 per cent

3 per cent
2 per cent
1 per cent

(b) to travelling expenses, inthe discretion of the Master
(3) Where the liquidator is appointed for the purpose of carrying out a
reconstruction or other scheme bywhichthe affairs of the company are wound
up otherwise than by the realisation and distribution of the assets-

On the value of thecompanys property as estimated in the
statement of affairs:
On the first R10,000 or fraction thereof ……………
On the first R40,000 or fraction thereof ……………
On the next R50,000 or fraction thereof ………………………..
On the next R00,000 or fraction thereof ………………………..
Thereafter ……………………………………………………………….

_________

EIGHTH SCHEDULE
(Section three hundred and fifteen)
_________

The Companies Act, 1967
________

LAWS REPEALED

Number and year of
law
Title or Subject of Law
Extent of Repeal

*Ordinance 13, 1846
*Act No. 23, 1861
*Act No. 12, 1868

*At No. 3, 1873
*Act No. 11, 1879

Proclamation No. 12
of 1960
Loans on Companies Shares
Joint Stock Companies
Joint Stock Companies
Winding Up
Companies Trustees
Joint Stock Banking
Companies Limited
Liability
Law Revision
The whole.
The whole.

The whole.
The whole.

The whole.
Items 3, 4, 6, 8
and 11 of Part I of the First
Schedule

NINTH SCHEDULE

(Section three hundred and twelve)

___________

PART I

Submission of Documents and Information to the Registrar
___________

Communications to
the Registrar

Documents.

1. All communications to the Registrar and all lodgements of
documents with him may be transmitted through the post or through an
agent authorised in a manner satisfactory to the Registrar: Provided
that the memorandum and articles of association of a company shall be
delivered to the Registrar, and uplifted, personally by a subscriber
thereto or by a duly authorised attorney.
2. Subject to the provisions of sections eleven, eighteen and two
hundred and eighty-six, all document to be filed of record with the
Registrar shallbe written, duplicated, typewritten or printed in English
or Sesotho in legible characters with deep, permanent black ink upon
strong foolscap paper of a size approximately thirteen inches by eight
inches and shall have on the left-hand part thereof a margin of not less
than one inch and a half. Documents or copies of documents to be
returned or transmitted to any company may, unless otherwise
directed by the Registrar,

* Re-printed in 1963 Volume of the Laws of Basutoland
be carbon copies of the originals. The Registrar may reject any
document which in his opinion is unsuitable for purposes of record
though otherwise complying with the provisions of this regulation.

_____________

PART II

Forms for Submission to the Registrar
_____________

A document submitted pursuant to a section of this Act shall comply in all
material aspects with the form, if any, which corresponds to that section. The
registrar may refuse to accept documents which, in his opinion, do not so
comply.
The sections of this Act listed in the left column require the use of the
corresponding form list in the right column:

Section

Form
21 Name …………………………………………………………………….. A
22 Change of Name …………………………………………………….. B
56 Register and Return as to Allotments ……………………….. C
57 Power to Pay Certain Commissions and Prohibition of
Payment of All Other Commissions, Discounts, etc. …. D
65 Notice of Increase of Share Capital …………………………. E
85 Registered Office of Company ……………………………….. F
87 Restrictions of Commencement of Business …………….. G
97 Statutory Meeting and Statutory Report …………………… H
108 Registration and Copies of Special Resolution …………. I
142 Restrictions on Appointment or Advertisement
of Director …………………………………………………………… J and
K
158 Register of Directors and Secretaries ……………………… L
286 Requirments as to External Companies ………………….. M

__________

FORM A

Application for Reservation of a Name
(pursuant to section twenty-one of the Companies Act)
__________

1. Name of Applicant:
…………………………………………………………………………..
Telephone number:
…………………………………………………………………………..
2. Address of Applicant:
……………………………………………………………………….
……………………………………………………………………………………………………….
.
I hereby apply for the reservation of hte following name of a company:
…………………………………………………………………………………………………………….
..
If the above name is not available the following alternative names are
submitted in order of preference:
1.
…………………………………………………………………………………………………….
2.
…………………………………………………………………………………………………….
3.
…………………………………………………………………………………………………….
4.
…………………………………………………………………………………………………….

Date: …………………………………………………………………………………………………….
Signature of Applicant
(A separate application must be made inr espect of each name to be reserved)
NB. – A name reserved will nto be accepted as a titled of a company if it
is found on lodgement of the memorandum that the name is misleading or
otherwise contracry to section twenty-one of the Companies Act.

Name reserved by Registrar:
………………………………………………………………………

Date of reservation:
……………………………………………………………………………………
Entered in Register
Registrar of Companies
FORM B

……………………………………………………………………………………………, Limited
NOTICE OF CHANGE OF COMPANYS NAME
(pursuant to section twenty-two of the Companies Act0
_________

To the Registrar of Companies
The ……………………………………………………………, limited, hereby gives you
notice that a Special Resolution of the Company pased the ……………….. day
of ……………………………………………, 19 …………….., provided that the name of
the company be changed from
…………………………………………………………………………..
………………………………, Limited, to
…………………………………………………………………
…………………………………………………Limited.
Advertisements giving notice of this present request for such change of
name have been published in accordance with section 22 (1) of the
Companies Act.
The company now requests that you:
(1) Give written approval of such change;
(2) Enter the new name on the Register in place of the former
name; and
(3) Issue a Certificate of Incorporation altered to meet the
circumstances of the case.

……………………………………………………………….
(Singed) Secretary, Manage or
Director
Date: …………………………………………………………………
_____________

FORM C
………………………………………………………………………………………………………,
Limited

RETURN OF ALLOTMENTS FROM ……………………………….
19………………TO
…………………………………………… 19 …………
(pursuant to section fifty-six of the Companies Act)
(To be lodged withthe Registrar within thirty days after the first allotment
referred to herein has been made)
____________

1. NOMINAL CAPITAL: R…………………………….
(……………………….)
divided into (……………………….) shares of
(……………………….)
2. (a) Total number of shares
previously issued ——– ……………………
(b) Nominal amount thereof

R……………
.
(R……………….)
(R……………….) each.
(R……………….)

3. (a) Number of shares now allotted payable
in cash

(b) Nominal amount thereof

Amount payable* on allotment in respect
of each share _____________________

4. (a) Number of shares now allotted payable in
cash

(b) Nominal amount thereof

Amount to be treated as paid on each
share –
(d) The consideration for which such shares
have been allotted is as follows:^
…………..
…………………………………………………………
…

5. (a) Total number of shares in current
allotment—-
…………………….
(b) Total nominal amount thereof — — — –
–
Total consideration received on current
allotment — —– —– —– —– —
–

R
……………

R……………
.

R ………………………

R ………………………….

……………………………………………………………………..
(Signed) Secretary, Manager or Director

Date……………………………….

*If the full money is not paid on allotment,details regarding the calling up of
the balance must be given below.

^With regard to all shares alloted for consideration other than cash,this
form must be accompanied by a duplicate origional or notarially
certified copy of :
(i) a contract in writing and signed by the parties thereto,constituting
the title of the of allottee to the allotment;
(ii) any separate written contract of sale or contract for services or
other consideration in respect of whichthat allotment was made.
If the contract in respect of which that allotment was made is oral,state
in detail the nature of consideration :

(i) If the consideration is services,the nature of the services must be
disclosed ;
(ii)Ifthe alloment is made in satisfactionor part satisfaction of the
purchase price of property, the following information is required :

(a) Brief desciption of
property:……………………………………………………….
(b) Purchase price:

(1) Total amount considered as paid on shares
allotted otherwise than in cash
(2) Cash …………………………………………………….
(3) Amount of debt released or liabilities
assumed by the purchaser (including
mortgages on propertty acquired) …………….

Total purchase price
……………………………………..

R ………………..
R ………………..

R …………………
____________
R ………………….

Presented for filing by
………………………………………………………………….

Names and Addresses of the Allottees and Date of Allotment

1
Date of
Allotment
2
Surname
3
forename
4
Address
5
Number of Shares
Allotted

Preference
Ordinary

TOTAL
________

__________

FORM D
………………………………………………………………………………………….,
Limited
Statement by a company of the Amount of Rate Paid or Agreed to
be Paid by way of commission in Respect of Shares
(pursuate to section fifty-seven of the companies Act)
___________

Presented for filing by………………………………………………………..Article
of Association authorising commission,
No……………………………Particulars of amount paid or payable
as
commission for subscribing, or agreeing to subscribe, or procuring, or
agreeding to procure, subscriptions for any shares in the company:
Paid: R …………………….. Payable:
R……………………
OR rate of such commission:
Rate: per cent …………………….
Date of circular or notice, if any (not being a prospectus), inviting
subscriptions for the shares and disclosing the amount or rate of the
commission: …………………….
signatures of the Directors or of theier agents authorized in writing:
…………………………………………………………
…
…………………………………………………………
…
Date: ………………………………………………..

FORM E

Notice of Increase of Share Capital
(Pursuant to Section Sixty-five of the Comapnies Act)
____________

To the Registrar of Companies.
The …………………………………………………………………………………………..,
Limited.
hereby gives you notice in accordance with section sixty-five of the
Companies Act that by Special Resolution passed the ……………….. day of
………………………………. 19……………, the nominal capital of the company has
been increased by the addition thereto of the sum of
…………………………………………. rands, beyond the Registered Capital of
……………………………………………. rands.

The additional capital is divided as follows:

Number
Class of
Nominal Amount

of Shares Shares* of each Share

The conditions (e.g., voting rights, dividends, etc.) subject to which the
new shares are to be issued are as follows:
…………………………………………………………………………………………………………….
……….
…………………………………………………………………………………………………………….
……….
Date: ……………………………………………………….
…………………………………………………………
….
(signed) Secretary, Manager or Director.
*If any of the new shares are Preference Shares, state whether they are
redeemable or not.
____________

FORM F

……………………………………………………………………………………………, Limited
Notice of situtation of the Companys Registered Office
(pursuant to section eighty-five of the Companies Act)
______________

To the Registrar of Companies.
The abovementeioned company hereby gives you notice that the situation
of the Registered Office of the company –
(a) is at
……………………………………………………………………………………………
*(b) and will be changed to
…………………………………………………………………
with effect from …………………………………………………………………
…………………………………………………………………
(Signed) Secretary, Manager or Director.

_________

FORM G

………………………………….., Limited
AFFIDAVIT
(Pursuant to Section eighty-seven of the companies Act)

____________

Revenue
Stamp

I, …………………………………………………………………, of
………………………………………… being the (state Secretary or director)
……………………………………………………..
of the abovementioend company, do hereby make oath and say:
^(a) That the shares held subject tot he payment of the whole amount
thereof in cash have been allotted to an amount not less that the
whole than the minimum subscritpion which is
……………………………………………………..;
(b) that every director of the company has paid to the company on each
of the shares taken or contract to be taken by him the amount
payable in terms of section eighty-seven* ……………………. of the
Companies Act;
that no money is or may become liable to be repaid to applicants for
any share or debentures which have been offered for public
subscription by reason of any failure to apply for permission for hte
shares on debentures ot be dealt in on a stock exchange.
And I swear that the contents of this affidavit are true so help me God.
(Signature)
……………………………………………

The declarant has acknowledged that he knows and understands the
contentes of this affidavit.
Sworn before me at ………………………………………………………………………..
this
………………. day of ……………………………………………………., 19 …………….
(Signature) …………………………………………………………………
Justice of thePeace or Commissioner of Oaths.
Presented for filing by
…………………………………………………………………………………..
^Delete in the event of the company not having issued a Prospectus.
*Insert (2) or (b) where a prospectus has been issued, or (3) (b) where a
prospectus has not been issued.

________________
FORM H
………………………………………………………………………………………………, Limited
Statutory Meeting and Statutory Report

(pursuant to section ninety-seven of the Companies Act)
________________

To be certified by not less than two directors, and forwarded at least
fourteen days before the statutory meeting to every member of the company;
and to be filed withthe Registrar forthwith after the sending thereof to the
members of the company (section ninety-seven (5)).

Note. – This form has been provided for the purpose of indicating the nature
of the information that is required; but as the report to be filed must be a copy
of that sent to the shareholders, all that is contained inthat report must appear
in this.
(a) The total numebr of shares allotted is …………., Of these –
……………… have been allotted for cash and on each of them the sum
of R…………….. has been paid in cash; and ……………….. have been
allotted as fully paid up in consideration of the payment of R
………………. has been paid up in consideration of the payment of R
………………… which has been or is to be repaid in consideration of
service rendered or property purcahsed.
……………. have been
allotteed^………………………………………………………..
in consideration of …………………………………………………… (^Here
state as fully paid up or paid up otherwise than inc ash to the
extent of ……………………… per share.)
(b) The total amount of cash (within the meaning of section ninety-
seven of the companies Act) received by the company in respect of
hte sahres issued wholly for cash is R ……………., and on the shares
issued partly for cash is R …………………

The receipts and payments of hte company up to date within seven
days of the date of this report are as follows:

Particulars of Receipts

…………………………………………………………………

…………………………………………………………………
…………….
…………….
…………….
…
………………
………………
………………

Particulars of Payments

………………………………………………………………..
……………………………………………………………….
………………………………………………………………..
…………….
…………….
…………….
………………
………………
………………

Particulars concerning the Balance remaining in hand

………………………………………………………………..
………………………………………………………………..
…………………………………………………………………
…………….
…………….
…………….
………………
………………
………………

*State whether from shares, debentures or other sources.
The following is an account (or estimate) of the preliminary expenses of the
company:

……………………………………………………………….
………………………………………………………………..
………………………………………………………………..
…………….
…………….
…………….
………………
………………
………………

(d) Names, addresses and occupations ofhte Directors, Auditors, Manager (if
any) and Secretary of the Company:

Directors

Surname
Christian
Name

Address

Occupation

Auditors

Surname
Christian
Name

Address

Occupation

Manager

Surname
Christian
Name

Address

Occupation

Secretary

Surname
Christian
Name

Address

Occupation

Particulars of any contract, the modification of which is to be
submitted to the meeting for its approval, together withthe
particulars of the modification or proposed modification.

We hereby certify this report.
………………………………………………………………………….)
)Two
Directors.
………………………………………………………………………….)

We hereby certify that so much of this report as relates to the shares allotted
by the company and tothe cash received in respect of such shares and to the
receipts and payments ofhte company is correct.
…………………………………………………………………………….)
) Auditors.
…………………………………………………………………………….)

_____________

FORM I
………………………………………………………………………………….., Limited.
Special Resolution
(Pursuant to section one hundred and eight of the Companies Act)
____________
Notice of meeting given to members: ……………………………………………………….
(Here insert date)
Passed:
………………………………………………………………………………………………………….
(Here insert date)

…………………………………………………………………………………………………………….
……
…………………………………………………………………………………………………………….
……
(Here state contents of resolution)
…………………………………………………………
…
(Signed) Secretary, Manager or Director.

___________

FORM J
…………………………………………………………………………………………., Limited.

Cosent to Act as Director
(pursuant to section one hundred and forty-two of the Companies Act)
_____________

Presented for filing by
……………………………………………………………………………………
To the Registrar of Companies.

*…………… the undersigned, hereby testify ^ …………………… consent to act as
Director(s) of the …………………………………………………………………….. Limited,
pursuant to section one hundred and forty-two of the Companies Act.

+Signature
Address
Occupation

Date this …………………….. day of ………………………………………………….., 19
………..
*Here insert I or We
^Here inset my or our
+Of a Director signs by his agent authorized in writing, the authority must
be produced and a copy filed.

_____________

FORM K
……………………………………………………………………………………………., Limited.
List of the Persons who have consented to be Directors (pursuant to section
one hundred and forty-two of the companies Act)
_____________

Presented for filing by
…………………………………………………………………………………….
To the Registrar of Companies.
* ……………, the undersigned, hereby give you notice, pursuant to section one
hundred and forty-two of the compannies Act, that the following persons
have consented to be Directors of the
……………………………………………………………, Limited.

Name
Address
Occupation

(Signed)
……………………………………………………………………………………………………
Dated this ………………, day of ………………………………………………………, 19
………..
*Here insert I or We.

_____________

FORM L

……………………………………………… …………………………………………….,
Limited.
Register of directors, Manager and Secretaries, and of any
Changes Therein
1
(pursuant to section one hundred and fifty-eight of the Companies Act)
_______________

Presented for filing by
………………………………………………………………………………

(1)
Date of
Appointment
2
(2)
Present Forename or
names and surname 3
(Directors/Managers/
Secretaries)
(3)
Any Former
Forename or
Surname

(4)
Usual Residential
Address
(5)
Occupation
(6)
Particulars of Other
Directorshps, etc.
4

(7)
Nature of Change
5
(8)
Date of Chage 6
(9)
Date company
Notified of Change 7

……………………………………………………………………………….
(Signed) Secretary, Manager or Director.

1 A complete list of existing directors or managers should always be given. 2 This date should always be shown whether or not it is in respect of an old
or a new appointment.
3 In the case of the Manager or Secretary being a corporate body its name
and the situation of its registered office must be shown.
4 In the case of individual, if he is a director, manager or secretary of any
other company, the name and registed office of every such company
must be entered.
5 State Resigned, Retired, Died, as the case may be. In the case of
a new appointment since the last list was filed state whose place the
appointment was made or whether it is an additional appointment.
6 Gve the date of the occurrence referred int he previous column. Both
colums 8 and 9 must always be completed in the event of a change.
7 Tis is regarded as the effective date of the entry inthe register.

FORM M

………………………………………………………………………………………………………,
Limited.

EXTERNAL COMPANIES
Register of Directors and Secretaries, and of any
changes Therein

(Pursuant to section two hundred and eighty-six of the companies Act)
____________

Presented for filing by ……………………………………………………………

(1)
Date of
Appointment
2
(2)
Present Forename or
names and surname 3
(Directors/Managers/
Secretaries)
(3)
Any Former
Forename or
Surname

(4)
Usual Residential
Address
(5)
Occupation
(6)
Particulars of Other
Directorshps, etc.
4

(7)
Nature of Change
5
(8)
Date of Chage 6
(9)
Date company
Notified of Change 7

……………………………………………………………………………….
Director/Secretary

1 A complete list of existing directors or managers should always be given.

2 This date should always be shown whether or not it is in respect of an old
or a new appointment.

3 In the case of the Manager or Secretary being a corporate body its name and the situation of its registered office
must be shown.
4 In the case of individual, if he is a director, manager or secretary of any other company, the name and registed
office of every such company must be entered.
5 State Resigned, Retired, Died, as the case may be. In the case of a new appointment since the last list
was filed state whose place the appointment was made or whether it is an additional appointment.
6 Gve the date of the occurrence referred int he previous column. Both colums 8 and 9 must always be completed
in the event of a change.
7 It is regarded as the effective date of the entry in the register.