Commonwealth Numbered Regulations

1990 No. 455 CORPORATIONS REGULATIONS - REG 3.8.01

3.8.01. The following particulars are prescribed in relation to an annual
return required under subsection 335 (1) of the Corporations Law for the
purposes of Form 316:

   (a)  the name of the company lodging the return;

   (b)  the registration number allotted by the Commission;

   (c)  the financial year to which the return relates;

   (d)  if the annual general meeting to which the return relates has been
        held - the date of the meeting;

   (e)  if the company has been granted an extension of time to hold the
        annual general meeting - the date to which the extension has been
        granted;

   (f)  if the annual general meeting for the financial year immediately
        preceding the financial year to which the return relates has not been
        held before, or on the date on which, the last annual return had been
        signed - the date of that meeting;

   (g)  the address of the registered office, including, on separate lines:

   (i)  the person, firm or corporation that the address may be care of; and

   (ii) the room number, floor number and building name; and

   (iii) the street number and name; and

   (iv) the suburb or town, state or territory and postcode;
  (h)   whether the company is:

  (i)   an exempt proprietary company; or


   (ii) a non-exempt proprietary company; or

   (iii) a listed public company; or

   (iv) a non-listed public company;
  (i)   whether the company was for the whole financial year the class of
company stated in paragraph (h);

   (j)  whether the company holds a licence under section 383 of the Law or
        under a corresponding previous law;

   (k)  whether:

   (i)  the company is limited by guarantee or by both shares and guarantee;
        and

   (ii) the memorandum or articles state that:

                (A)  the company is formed for the purposes set out in
                     paragraph 383 (1) (a) of the Law; and

                (B)  it is to apply its profits or other income in promoting
                     its objects; and

                (C)  it is prohibited from paying any dividend to its members;

   (l)  whether the company is claiming an exemption under subsection 337 (1)
        or (2) of the Law and, if so, the address at which the principal
        register is kept;

   (m)  whether the company is the proprietor of land on which the company
        operates as a home unit company;

   (n)  the principal activities of the company;

   (o)  the address of the principal business office in Australia (if any),
        the telephone number (if any) and the facsimile number (if any) of the
        principal business office;

   (p)  particulars of the directors, secretaries and principal executive
        officer showing:

   (i)  surname and given names;

   (ii) residential address, using a separate line for each of:

                (A)  unit, floor and building, street number and street name;

                (B)  city or suburb, state or territory and postcode;

                (C)  country if not Australia;

   (iii) date and place of birth;

   (iv) whether a director, secretary or principal executive officer;

   (v)  whether the office holder holds shares in the company;

   (q)  whether an auditor was appointed for the financial year and, if so,
        the auditor's name and the address of the usual place of practice;

   (r)  if the company is not:
  (i)  an exempt proprietary company that has appointed an auditor; or   (ii)
an unlimited exempt proprietary company; or

   (iii) a company of a class to which an order exempting it from supplying
        financial data applies; particulars as at the end of the financial
        year of the dollar value of each of:
  (iv)   current assets; and

  (v)    non-current tangible assets; and

  (vi)   non-current intangible assets; and


   (vii) total assets; and

   (viii) current liabilities; and
  (ix)   non-current liabilities; and

  (x)    share-holders equity;


   (s)  if the company is not one referred to in paragraph (r) - particulars
        for the whole of the financial year of the dollar value of each of:

   (i)  the operating profit; and

   (ii) extraordinary items after income tax;

   (t)  if the company is not one referred to in paragraph (r) and acts as a
        trustee - for each trust, the dollar value of:

   (i)  the liabilities incurred by the company as trustee; and

   (ii) the amount by which the company has a right to be indemnified out of
        trust assets;

   (u)  particulars of issued shares and options:

   (i)  a description of each share which has been issued or for which there
        are options unexercised, and a class code of 1-4 letters to represent
        the share class, and the nominal value of each share class as a dollar
        value;

   (ii) in respect of each class of share issued:

                (A)  the number of shares issued;

                (B)  the total nominal value;

                (C)  the total amount paid; and

                (D)  the balance of the share premium account;

   (iii) in respect to each class of share option issued;

                (A)  the number of shares entitled to;

                (B)  the average exercise price per share;

   (v)  particulars of the ultimate holding company:
  (i)   the name of the body corporate;


   (ii) the registered number if registered in Australia;

   (iii) the place of incorporation or formation if not registered in
        Australia;

   (w)  if the company has a share capital, particulars of the ten
        shareholdings for each class of share issued being those shareholdings
        in each class holding the greatest number of shares:
  (i)   name of the shareholder;


   (ii) code used in subparagraph (u) (i) for the class of share held;

   (iii) total number of shares held by the shareholder;

   (iv) whether or not the shares have been fully paid;
  (v)   whether or not the shares are beneficially owned;


   (vi) the address of each shareholder showing a separate line for each of:

                (A)  the person, firm or corporation that the address may be
                     care of;

                (B)  the office, floor, building name;

                (C)  street number and street name;

                (D)  city or suburb, state or territory;

   (x)  notwithstanding paragraph (w), a company other than a company which is
        limited by guarantee, being a company the memorandum or articles of
        which prohibit the payment of any dividend by the company to its
        members or a no-liability company or a company which can claim an
        exemption under paragraph (y), shall supply the following details in
        respect of any additional shareholders which are not set out in
        paragraph (w):

   (i)  the name of the shareholder;

   (ii) the address of the shareholder using separate lines for:

                (A)  the person, firm or corporation that the address may be
                     care of;

                (B)  the office, floor, building name;

                (C)  street number and street name;

                (D)  city or suburb, state or territory;

   (iii) code as used in subparagraph (u) (i) for the class of share held;

   (iv) whether or not the shares held have been fully paid up;

   (v)  whether or not the shares are beneficially owned;

   (y)  if the company is a public company and can complete the statement
        that:

   (i)  the company has more than 500 members;

   (ii) the company keeps its principal register at a place within 25
        kilometres of an office of the Commission; and

   (iii) provides reasonable accommodation and facilities for persons to
        inspect and take copies of its list of members and particulars of
        shares transferred; the company need not comply with the requirements
        of paragraph (x) in relation to the list of members;

   (z)  statement by the current auditor (if any) that:

   (i)  whether or not the company's accounts were audited;

   (ii) if the accounts were audited, whether or not the auditor's report
        contained a statement relating to:

                (A)  reasons for the auditor not being satisfied as to the
                     matters referred to in paragraph 332 (3) (a) or (b) of
                     the Law; or

                (B)  details of any deficiency, failure or shortcoming
                     concerning any matter referred to in subsection 332 (4)
                     of the Law;

   (za) if the company is an exempt proprietary company whose auditor has made
        one or both of the statements in paragraph (z) - a certified copy of
        the report in accordance with paragraph 3.2.03 (a);

   (zb) a declaration by a director, secretary or principal executive officer
        of the company that:

   (i)  the information given on the annual return and on the statement of
        changes is complete and correct as at the date of signing;

   (ii) the key financial data shown on the return has been accurately
        extracted from the accounting records kept in accordance with
        subsection 289 (1) of the Law;

   (iii) there are reasonable grounds to believe that the company will be able
        to pay its debts when they fall due (if applicable);

   (iv) the declaration is made under a resolution by the company's board of
        directors to adopt the contents of this annual return;

   (zc) name of the director, secretary or principal executive officer who
        made the declaration in paragraph (zb);
  (i)   the name of the company;


   (ii) the capacity of the person who made the declaration;

   (iii) the signature of person named in subparagraph (zc) (i); and

   (iv) date of signing;

   (zd) if the company is required under the provisions of the Corporations
        Law to lodge a document relating to any information required to be
        included in the annual return, but has not lodged the document, the
        following particulars are to be completed:

   (i)  where a change to the registered office has occurred, the new address
        of the registered office using a separate line for each of:

                (A)  the person, firm or corporation that the address may be
                     care of;

                (B)  the room number, floor number and building name;

                (C)  street number and street name;

                (D)  suburb or town, State or Territory and postcode;

                (E)  the date on which the change took place;

   (ii) where a change to the office hours has occurred:

                (A)  the new office hours showing from ....... AM/PM to
                     .......AM/PM;

                (B)  the date of the change;

   (iii) where a change has occurred in relation to the directors, secretaries
        or principal executive officer, particulars of the new appointment or
        change:

                (A)  the surname and given names of the person or full
                     corporate name and registration number (if applicable) of
                     a corporation;

                (B)  the current residential address showing a separate line
                     for each of the unit, floor and building, street number
                     and street name, city or suburb and State or Territory
                     and postcode, the country (if not Australia) and the
                     registered office (if a corporation);

                (C)  where the change relates to an appointment - the date and
                     place of birth of the new office holder, any former
                     names, particulars of other directorships in companies
                     and other business occupations;

   (iv) particulars of former auditors:

                (A)  name of former auditor;

                (B)  whether the auditor resigned, was removed or died;

                (C)  date of the auditor ceasing or date of death;

                (D)  address of usual place of practice;

   (v)  the name and capacity of the director, secretary or principal
        executive officer who notifies the changes;

   (vi) the signature of the person specified in subparagraph (zd) (v) and the
        date of signing;

   (ze) if the address of the registered office is not occupied by the
        company:

   (i)  a statement by the occupier of the premises that consent to the
        company using the office has been given;

   (ii) the name of the occupier;

   (iii) the signature of the occupier; and

   (iv) the date on which the occupier signed the statement.