Chandigarh University: University Institute of Legal Studies LAW (Legal Studies) Corporate Law I LLT 312 Sumit Sharma

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CHANDIGARH UNIVERSITY

UNIVERSITY INSTITUTE OF LEGAL STUDIES


LAW( Legal studies)
Corporate Law I
LLT 312
SUMIT SHARMA

CLASSIFICATION OF COMPANY DISCOVER . LEARN . EMPOWER


Course Outcome
CO-1 The students will be able to define the word company and identify various kinds of
companies
CO-2 The students will be able to classify,  compare and relate securities of the company like
Shares, debentures etc. 

CO-3 The students will be able to sketch the documents required for registration of a company and
its prospectus.

CO-4 The students will be able to connect and relate different doctrines of the subject and
illustrate the same.

CO-5 The students will be able to judge ,criticize  and defend the working of any company
according to company laws

CO-6 The students will be able to design the company.

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DEFINITION

• Section 2(70) of the Companies Act, 2013 defines a


prospectus as ““A prospectus means Any documents
described or issued as a prospectus and includes any
notices, circular, advertisement, or other documents
inviting deposit fro the public or documents inviting
offer from the public for the subscription of shares
or debentures in a company.” 
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PROSPECTUS

A document shall be called a prospectus if it satisfy two things

1. It invites subscription to shares 2. And if invitation is made to the public

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Contents of a prospectus:
• 1. Address of the registered office of the company.
• 2. Name and address of company secretary, auditors, bankers, underwriters etc.
• 3. Dates of the opening and closing of the issue.
• 4. Declaration about the issue of allotment letters and refunds within the prescribed time.
• 5. Consent of directors, auditors, bankers to the issue, expert’s opinion if any.
• 6. The authority for the issue and the details of the resolution passed therefore.
• 7. Procedure and time schedule for allotment and issue of securities.
• 8. Capital structure of the company.
9. Main objects and present business of the company and its location.
• 10. Main object of public offer and terms of the present issue.
• 11. Minimum subscription, amount payable by way of premium, issue of shares otherwise than on cash.
• 12. Details of directors including their appointment and remuneration.

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KINDS OF PROSPECTUS: 

Red Herring Shelf Abridged Deemed


Prospectus Prospectus prospectus Prospectus

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RED HERRING PROSPECTUS

The prospectus which lacks the complete particulars


about the quantum of the price of the securities.
Issues this prospectus prior to the issue
of prospectus when it is proposing to make an offer of
securities.
Red Herring prospectus needs to be filed with the
registrar at least three days prior to the opening of the
subscription list or the offer.
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SHELF PROSPECTUS

• Provisions related to shelf-prospectus has been discussed under 31 of


Companies Act, 2013.
• Issued by the public financial institutions, company, or bank.
• When a shelf prospectus is issued then the issuer does not need to issue a
separate prospectus for each offering, he can offer and sell without issuing a
further prospectus.
• The Company that is filing a shelf prospectus is required to file
the information memorandum.
• Information Memorandum consists of all the facts regarding the new charges
created, what changes have undergone in the financial position of the
company since the first offer of the security or between the two offers
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ABRIDGED PROSPECTUS

• Provisions related to Abridged prospectus has been


discussed under section 2(1) of Companies Act,
2013.
• Consists of a memorandum, which contains the
prospectus all the information of the prospectus in
brief so that it should be convenient and quick for
an investor to know all the useful information in
short.
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DEEMED PROSPECTUS

• Provisions related to Deemed prospectus has been


discussed under section 25(1) of Companies Act,
2013.
• Provided that any company to offer securities for sale
to the public, allots or agrees to allot securities, the
document will be considered as a deemed prospectus
through which the offer is made to the public for sale

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CONCLUSION

•       For a public company, the prospectus is one of the important


booklets which explains about the company in a comprehensive
manner about its shares and debentures, whereas it is not mandatory
for the private company to issue the prospectus. One of the
important requirements of the prospectus is that it must have to be
registered, in case not registered it is not valid and may lead to penal
actions that are enshrined under Companies Act, 2013.

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REFERANCES-:
Taxt books -:
COMPANY LAW,BY AVTAR SINGH
Company Law Ready Reckoner by R Suryanarayayan
Corporate law containing Company’s Act, 2013 by Ravi Pulian
COMPANY ACT 2013 (BARE ACT)UNIVERSAL
EBOOK- http://ebook.mca.gov.in/default.aspx

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THANK YOU

For queries
Email: sumitactor28@gmail.com

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