company law prospectus

7/31/2019 Company Law Prospectus

1/30

Ritu Neha Nikita Vijaya


2/30


3/30

Sec.2(36) defines a prospectus as Any document described or issued as a

prospectus & includes any notice, circular,advertisement or other document invitingdeposits from the public or offers from thepublic for the subscription or purchase of

any shares in, or debentures of, a body corporate.


4/30

A Document in writing. In the form of Notice,

Circular, Advertisement

Public Issue Only by Public

Companies

Invitation To Public

Date of publication[Sec55]

Signed By Directors orthe proposed directors of the Co.[Sec.60]

Issued to the public only After Registration withthe registrar.

Comply with theprovisions of TheCompanies Act[Sec56] & the SEBI[Sec. 55A]


5/30

In this connection 2 things need tobe defined:


6/30

When offered shares are availableto the [Sec.67(3)]

When the offer or invitation is aof persons making &

receiving it.(Kith & Kin of Director of a Company)


7/30

By a

By of thecompany

Any

in theformation of a company


8/30

- required to draft a prospectus in theprescribed format.

State the

set out


9/30

2.Documents to be attached to the copy of the

prospectus filed with the Registrar:Copy of every contract-relating to the appointments &

remuneration of managerial personnel.

A written statement of adjustments,if any.(p&l,assets & liabilities or the rate of

dividends.)

A written consent of auditors, legal advisor,attorney,banker.

Copy of resolution authorising issue of shares/debentures.


10/30

3taken as the Date of publication

4 : must be signedby every person who is named therein as a

Director or Proposed Director of theCompany.


11/30

Lead Managers to the issue.Stock Exchanges

Lead Financial Institution-underwriting the

issue

To ensure adequacy of disclosures

Certify the contents of the prospectus.No responsibility to correctness of statements

or opinions


12/30

7

With all documents, Approvals & vettingcertificate for its registration.

8.

Every prospectus should mention- a Copy of ithas been delivered for registration

Also Specify if, any other Documents required tobe endorsed/attached to the copy.


13/30

9.Formalities done-prospectus get registered.

10 of the date on which copy was delivered for

registration.


14/30

Then the company and every person who isa party to the issue of the prospectus , shall

be punishable with the


15/30

A memorandum containing such salient features of a prospectus as may be prescribed.

Form issued in connection with abona fide

invitationIssued in relation to shares or debentures whichwere not offered to public

50,000/-


16/30

not dateddoes not comply with the requirements of

section 56

reports of experts interested in formation of the company a statement purported to be made by an

expert without a statement that he has given

& has not withdrawn his consent to themanner of its inclusion therein.Not signed copy

No necessary documents

No consent in writing


17/30

1. Issue by existing or intended company 2. not to be issued without experts consent

3. unconnected expert4. right of director to indemnity 5. right of expert to indemnity

6. No variation in the terms of contract7. newspaper advertisements of prospectus8. reproduction relating to personation for

acquisition etc. of shares


18/30

1. Every prospectus shall state thematters specified in part I of

schedule II

2. it shall set out the reports

specified in part I of schedule II


19/30

1. General information2. capital structure of the company

3. terms of the present issue4. particulars of the issue

5. company, management & project6. particulars in regard to the company & other listed

companies under the same management within themeaning of section 370 (1B), which made any capital

issue during the last 3 years7. Outstanding litigations

8. Management perception of risk factors


20/30

1. General information2. financial information

report by auditorsreport by accountant

principal terms of loans & assets3. Statutory & other information


21/30

1. Inspection of documents

2. declaration


22/30

1. Cover pages2. disclaimer clause

3. stock invest4. buy-back arrangement

5. performance & promises relating to previous issue6. statement relating to allotment & refund


23/30


24/30


25/30


26/30


27/30


28/30

1. Conditions of filing2. contents

3. delivery to the registrar4. signature5. Penalty

6. liability for untrue statement7. Not applicable to private company 8. terms of contract not to be varied

9. Allotment voidable


29/30


30/30