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Prospectus: Issue of Securities by Companies (Section 23)
Prospectus: Issue of Securities by Companies (Section 23)
PROSPECTUS
Clause (70) of Section 2 of this Bill define “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.
Declaration of Compliance:
Every prospectus shall make a declaration about the compliance of the
provisions of this Act and a statement to the effect that nothing in the
prospectus is contrary to the provisions of this Act, the Securities
Contracts (Regulation) Act, 1956 and the Securities and Exchange
Board of India Act, 1992 and the rules and regulations made there
under.
Any class of company may file a shelf prospectus with the Registrar of Companies at
the stage of first offer of securities.
The shelf prospectus shall indicate that validate period of the shelf prospectus is a
period not exceeding one year from the date of first offer of securities under that
prospectus. Once, a shelf prospectus has been issued, there will be no requirement of
any further prospectus for any subsequent offer of these securities issued during this
validity period.
For any subsequent issue, company shall file an “Information Memorandum”. This
information memorandum shall contain all material facts relating to (i) new charges
created; and (ii) changes in financial position of the company from first/previous
offer to this second/subsequent offer under this Shelf Prospectus.
It may be possible that a company or any other person has received an application
and advance payment of subscription before any material changes like new charges
or financial position. In these cases, the company or that other person shall intimate
these changes to the applicants. If they express a desire to withdraw their
application, the company or other person shall refund all the money received as
share application money for subscription within fifteen days.
“Red herring prospectus” means a prospectus which does not include complete
particulars of the quantum or price of the securities included therein.
The company shall file red herring prospectus with Registrar of companies at least
three days before the opening of the subscription list and the offer.
A red herring prospectus shall carry the same obligation as are applicable to a
prospectus. In case there is any variation between red herring prospectus and a
prospectus shall be highlighted as variation in the prospectus.
Upon the closing of the offer of securities, the prospectus shall be filed with the
Registrar and the Securities and Exchange Board of India. This prospectus shall state
(a) total capital raised, (b) whether debt capital or share capital, (c) closing price of
the securities and (d) any other details not included in red herring prospectus.