[ecis2016.org] A prospectus is a legal document that provides a description of the securities that are being offered for sale by a particular company.
What is a prospectus?
A prospectus is a legal document that provides a description of the securities that are being offered for sale by a particular company. The prospectus usually contains the activities of the firm, along with the nature of the securities being sold.
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Prospectus meaning in detail
The meaning of a prospectus can be found in Section 2 of the Companies Act, 2013. A prospectus is a notice to the general public, inviting them to bid on the company’s stock. Any notification, circular, advertising, or other material that serves as an invitation to the general public to submit proposals falls under this category. The fact that the firm has issued a prospectus enables it to protect its capital while simultaneously soliciting deposits or bids for shares from the public. Only public companies are allowed to distribute prospectuses since it is against the law for private firms to do so.
- A prospectus cannot be oral; it must be in writing.
- If a document does not extend an invitation to the general public, then that document does not qualify as a prospectus; however, if the document does satisfy the criteria of extending an invitation to the general public, then that document does qualify as a prospectus.
- [Sec. 40(2)] stipulates that an offer for the subscription can only be made to a maximum of fifty people, not more than that, or any other maximum number which may be authorised.
Types of prospectus
The categories of company prospectuses are are follows:
Red herring prospectus
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A Red Herring Prospectus (RHP) is one that does not disclose comprehensive information on the importance of the stocks’ value. A firm may only issue an RHP before the publication of the prospectus. Consequently, RHP is also known as an insufficient prospectus. These prospectuses must be filed with the ROC at least three days prior to the opening of the subscription list and the offering. The RHP is subject to the same requirements as the prospectus. If differences exist between a red herring prospectus and a prospectus, they should be noted. Section 60B (7)[1] allows the subscriber to withdraw the application if there is a change within seven days. The withdrawal notice should be on paper.
Abridged prospectus
According to Section 2 (1) of the 2013 Companies Act, an abridged prospectus is a memorandum summarising the prospectus’s most prominent aspects, as prescribed by the SEBI’s rules in this regard. Section 33(1)[2] of the 2013 Companies Act stipulates that an abbreviated prospectus must accompany the issuance of securities by a firm. It comprises all the relevant and monetary information needed to assist investors in making reasonable decisions and reduces the cost of the public offering of the primary.
Deemed prospectus
A document will be regarded as a prospectus, in accordance with Section 25(1) of the Companies Act of 2013[3], when a corporation that intends to sell securities to the public issues or agrees to issue securities. In the case of SEBI v. Kunnamkulam Paper Mills Ltd[4], the court ruled that a document is regarded to be a prospectus if the number of other rights surpasses fifty.
Shelf prospectus
A shelf prospectus is defined under Section 31[5] of the Companies Act, 2013 as a prospectus published by any public financial institution, corporation, or bank for numerous issues or sessions of securities, as mentioned in the prospectus. Only firms authorised by the SEBI to issue shelf prospectuses may do so with the registrar.
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In 2000, the notion of a shelf prospectus was introduced into Indian corporation law. Section 62(A) of the Companies Act 1956 was amended in 2000 to require the submission of a shelf prospectus by banks whose primary objective is financing. Companies should submit a memorandum of information with a shelf prospectus.
Details in a prospectus
The prospectus provides comprehensive information about the firm, its shares, and its debt. In order for a prospectus to be legal, it must be registered. Failing to do so may result in criminal penalties under the Companies Act, 2013. The company’s memorandum is required to be included in every prospectus that is produced by the firm. Prior to releasing a full prospectus, a firm that is in the process of putting up a proposal for the sale of securities may release a “red herring prospectus”. A prospectus is one of the most important documents in the formation of any public corporation.
Every prospectus prepared by or on behalf of a public company during its establishment or thereafter must include the following information:
- The name and address of the registered office, chief financial officer, secretary, legal counsel, accountants, bankers, underwriters, and trustees.
- Dates of opening and conclusion of the issue, a statement about allocation letters and reimbursements.
- A declaration from the Board of Directors about the separate bank account.
- The particulars of the underwriting concern.
- Consent from the bankers, directors, and auditors is required. Obtaining specialised guidance if required.
- Resolution and authority information about the problem.
- The method for distribution and issuance of securities, as well as its timetable
- The capital structure of the company.
- The primary objectives of the public offering and the conditions of the present issuance are described.
- Current firm operations, their location, and their implementation timetable.
- Details such as the management’s appraisal of the project’s risk factors, gestation duration, progress, completion dates, and current legal action.
- The minimum subscription amount and the premium amount due. The issuance of shares through methods other than cash.
- Details about the board of directors, including their appointments and compensation.
- Disclosures made in the manner provided by the business.
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