| 25) | Report by auditor of company |
A report by the auditor of the company with respect to-
| a) | profits or losses and assets and liabilities, in accordance with subparagraph (2) or (3) of this paragraph, as the case requires; and |
| b) | the rates of the dividends, if any, paid by the company in respect of each class of shares of the company in respect of each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends were paid and particulars of the cases in which no dividends were paid in respect of any class of shares in respect of any of those years, and, if no annual financial statements were made out in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, a statement of that fact. |
| 26) | If the company has no subsidiary, the report shall- |
| a) | in regard to profits or losses, deal with the profits or losses of the company in respect of each of the five financial years immediately preceding the issue of the prospectus; and |
| b) | in regard to assets and liabilities, deal with the assets and liabilities of the company at the last date to which the annual financial statements of the company were made out. |
| 27) | If the company has a subsidiary, the report shall- |
| a) | in regard to profits or losses, deal separately with the company's profits or losses as provided by subparagraph (2), and in addition, deal- |
| i) | as a whole with the combined profits or losses of all subsidiaries, as 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 |
| iii) | as a whole with the consolidated profits or losses of the company and (so far as concerns members of the company) of all subsidiaries; and |
| b) | in regard to assets and liabilities, deal separately with the company's assets and liabilities as provided by subparagraph (2) and, in addition, deal- |
| i) | as a whole with the combined assets and liabilities of all subsidiaries, indicating the interests therein of members other than the company; or |
| ii) | individually with the assets and liabilities of each subsidiary, indicating the interests therein of members other than the company; or |
| iii) | as a whole with the consolidated assets and liabilities of the company and all subsidiaries, indicating the interests therein of members other than the company; |
| c) | if a subsidiary incurred losses, state the amounts of such losses and the manner in which provision was made therefor. |
| 28) | The auditor shall satisfy himself, as far as reasonably practicable, that, save as stated in his report- |
| a) | the debtors and creditors do not include any accounts other than trade accounts; |
| b) | the provisions for doubtful debts are adequate; |
| c) | adequate provision has been made for obsolete, damaged or defective goods, and for supplies purchased at prices in excess of current market prices; |
| d) | intercompany profits in the group have been eliminated; |
| e) | there have been no material changes in the assets and liabilities of the company and of any subsidiary since the date of the last annual financial statements. |
| 29) | Report by auditor where business undertaking to be acquired |
If the proceeds, or any part of the proceeds, of the issue of the shares or any other funds are to be applied directly or indirectly in the purchase of any business undertaking, a report made by an auditor (who shall be named in the prospectus) upon-
| a) | the profits or losses of the business undertaking in respect of each of the five financial years preceding the date of the prospectus; and |
| b) | the assets and liabilities of the business undertaking at the last date to which the financial statements of the business undertaking were made out. |
| 30) | Report by auditor where body corporate will become a subsidiary |
If the proceeds or any part of the proceeds of the issue of the shares are to be applied, directly or indirectly, in any manner resulting in the acquisition by the company or its subsidiary of shares of any other body corporate by reason of which or of 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 an auditor (who shall be named in the prospectus) upon-
| a) | the profits or losses of the other body corporate in respect of each of the five financial years preceding the date of the prospectus; and |
| b) | the assets and liabilities of the other body corporates at the last date to which the annual financial statements of the body corporate were made out. |
| 31) | The said report shall- |
| a) | indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in respect of assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and |
| b) | where the other body corporate has a subsidiary, or, had it been a company in terms of the Act, would have had a subsidiary, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiary and such other body corporate as would have been its subsidiary if it had been a company in terms of the Act, in the manner provided by paragraph 25 (3) in relation to the company and its subsidiary. |
| 32) | Auditor not qualified to make reports |
Any report by an auditor required by this Schedule shall not be made by any auditor who is a director, officer or employee or a partner of or in the employment of a director, officer or employee of the company or of the company's subsidiary or holding company or of any other subsidiary of the holding company.
| 33) | Qualification in respect of references to period of five years |
If in the case of a company which has been carrying on business, or of a business undertaking which has been carried on, for less than five years, the annual financial statements of the company or business undertaking have only been made out in respect of four years, three years, two years, or one year, this Part 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.
| 34) | Adjustment of figures in reports |
Any report required by this Part of this Schedule shall either indicate by way of note any adjustments as regards 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 these adjustments and indicate that adjustments have been made.
| 35) | Report by directors as to material changes |
A report by the directors of the company setting out any material change in the assets or liabilities of the company or any subsidiary which may have taken place between the last date to which the annual financial statements of the company or any subsidiary, as the case may be, were made out, and the date of the prospectus.
