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Key takeaways

  • A prospectus is a document that a company distributes to invite the general public and financial investors to join its protections.
  • A prospectus also assists in educating potential investors about the risks associated with financing the business
  • The prospectus of the company ensures that there is effective and efficient working within the organisation, and it proves to be of an important informative document to potential investors of a company.

A prospectus is a document that a company distributes to invite the general public and financial investors to join its protections. A prospectus also assists in educating potential investors about the risks associated with financing the business. It is necessary to provide a prospectus as soon as the company joins. These reports include the company's stocks, bonds, and other forms of insurance. Additionally, shared asset companies provide prospective clients with a prospectus that includes information on the cash's operations, the experience of the manager, the asset's fee structure, and an asset's budget summary. The company's financial information and execution history are continuously added to a prospectus. The purpose of including this information with the prospectus is to protect the financial backers from investing money in a questionable company by making sure they are fully informed about the company's history and general performance.

Definition of prospectus Under Companies Act, 2013

The prospectus is described in Section 2(70) of the Companies Act of 2013; “A prospectus means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate.”

Companies that are needed to give a prospectus:

  1. A public recorded company may provide a prospectus when intending to offer shares or debentures.
  2. A privately owned company is unable to invite the general public to invest in its shares, making a prospectus unavailable. Anyhow, a privately held company that has transformed into a public company may distribute a prospectus to sell shares to the broader public.

Issue Of Prospectus

According to Section 26 of the Companies Act of 2013, a prospectus is deemed invalid if it isn't published within ninety days of the date when a copy was delivered to the registrar. Here, the term "issued" refers to a public release. The phrase "issue" is not satisfied by a single private communication, this was ruled in the case of Nash v. Lynd.

Contravention of section

  • If a section is issued in violation of the clause in Section 26, the company may be penalized under Section 26 (9), which carries a fine of at least 50,000 rupees and up to 3 lakh rupees.
  • A person who gets aware of such Prospectors while knowing that the prospectus is being issued in violation of section 26 is punishable by up to three years in prison or a fine of more than 50,000 rupees but not more than 3 lakh rupees.

Contents of the Prospectus

  • Address of the company's registered office.
  • Name and address of the company's secretary, auditors, financiers, and other parties
  • dates for the issue's opening and closing.
  • Presentation on the subject of refunds within the designated period and allocation letters.
  • The board of directors adopts a statement describing the various financial balance to which all funds received as a result of offers made are to be transferred.
  • Viewpoints on addressing the situation.
  • Approval of the chiefs, examiners, investors, and, if applicable, the well-assessment. qualifier's
  • Plan and schedule for assigning and withdrawing protections.
  • Capital building for the business.
  • The company's primary products and ongoing business in the region.
  • The primary goal of the public offer and the present parameters.
  • Minimum membership requirements, premium payment amount, and offers issued in lieu of payment.
  • Directors, as well as their employment and compensation.
  • Disclosure of the advertiser's commitment
  • Points of interest related to the executives' perception of certain risk factors for the undertaking, and the deadlines for completion of the undertaking.

In the case of New Brunswick Canada Railway V. Muggeridge Railway of New Brunswick, Canada v. Muggeridge:

Justice Kindersley established the "golden rule" for structuring a company prospectus. In this instance, it was decided that those who publish a prospectus must disclose to the general public the substantial benefits that will accrue to those who purchase shares in the prospective undertaking. People are invited to buy shares based on their faith in the information provided in the prospectus. In the prospectus, everything should be true and up to date. There shouldn't be any information in the prospectus that is false or non-existent. Simply put, the prospectus needs to disclose the true nature of the company's venture.

Declaration of Compliance

Declarations are crucial and must be included in all prospectuses. A statement of compliance with the Act's provisions and a statement that nothing in the prospectus conflicts with any Act provision should be made. The Securities Contracts (Regulation) Act, 1956, and the Securities and Exchange Board of India Act, 1992, both contain rules and regulations that must be adhered to.

Kinds Of Prospectus

There are various kinds of prospectus, some of which are stated below:

  • Shelf Prospectus: A prospectus issued by any class or companies allowed by SEBI for one or more issuances of the securities or class of securities mentioned in the prospectus over a certain period of time without the publication of new prospectuses. The provisions for it have been given in section 31.
  • Red herring prospectus: A prospectus that lacks comprehensive information about the price or quantity of the securities is considered a red herring prospectus. Three days or more prior to the opening of the subscription list, this prospectus must be filed with the Registrar.
  • Deemed prospectus: Any document by which a company issues or agrees to issue securities with a view to making such securities available for sale to the public is referred to as the company's deemed prospectus.
  • Abridged Prospectus: Abridged Prospectus is a type of prospectus that is short on information about the company. The act states that the abbreviated prospectus must be enclosed with any form of application for the purchase of any of the company's stocks. However, in two circumstances—namely, if the securities are not made available to the general public or in the case of an underwriting agreement—it won't be necessary.

In the case of Rex v. Kylsant (1932)

According to the prospectus, dividends of 5 to 8% had been consistently paid over a considerable amount of time. The company had actually been making significant losses for the seven years prior to the prospectus' publication date, and dividends had been paid out of the realised capital profit. Held, the prospectus was deceptive and fraudulent. Even though the statement was true in and of itself, the context in which it was made it incorrect. Therefore, those responsible for issuing the prospectus must not only include all of the pertinent information listed in Parts I and II of Schedule II of the Act, which must be stated in the prospectus, but they must also voluntarily disclose any additional information that they are aware of and that could in any way influence the decision of the prospective investor to invest in the company.

Conclusion

As can be seen, a company's prospectus is an extremely important document. Many different criteria have been taken into account by the lawmakers to ensure that no one, or no company, can avoid any liability that may arise. The prospectus of the company ensures that there is effective and efficient working within the organisation. The fact that the general public relies on the justifications and reports attached to the prospectus to make a decision regarding investment makes the prospectus an essential document for a company.

Learn the practical aspects of CrPC HERE, CPC HERE, IPC HERE, Evidence Act HERE, Family Laws HERE, DV Act HERE


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