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7/31/2019 Company Law Prospectus
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Ritu Neha Nikita Vijaya
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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.
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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]
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In this connection 2 things need tobe defined:
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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)
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By a
By of thecompany
Any
in theformation of a company
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- required to draft a prospectus in theprescribed format.
State the
set out
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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.
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3taken as the Date of publication
4 : must be signedby every person who is named therein as a
Director or Proposed Director of theCompany.
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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
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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.
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9.Formalities done-prospectus get registered.
10 of the date on which copy was delivered for
registration.
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Then the company and every person who isa party to the issue of the prospectus , shall
be punishable with the
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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/-
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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
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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
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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
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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
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1. General information2. financial information
report by auditorsreport by accountant
principal terms of loans & assets3. Statutory & other information
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1. Inspection of documents
2. declaration
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1. Cover pages2. disclaimer clause
3. stock invest4. buy-back arrangement
5. performance & promises relating to previous issue6. statement relating to allotment & refund
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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
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