WLC CHAPTER 05 –PROSPECTUS
116 - Penalty for personation of shareholder.
122 - Provisions relating to Debentures.
Sections 206, 206A and 207
- Matters relating to dividends.
CONTENTS OF PROSPECTUS [SECTION 56}
Every public company issuing a prospectus has to comply with: -
Companies Act 1956
SEBI (Disclosure and Investors Protection) Guidelines 2000
read with SEBI Act 1992. It must be notedthat by virtue of powers under the SEBI Act 1992, every company making a public issue has also to get theProspectus approval/vetted and obtain in-principal approval of the
Central Listing Authority
andsubsequently obtain approval of the Stock Exchange where at the securities are proposed to be listed.
Section 56 mandates that every prospectus shall be as per Schedule II: -
Part I of Schedule II - the matters specified in and
Part II of Schedule II - the reports therein
Part III of Schedule III – provisions effecting Part I and Part II
SEBI (DIP) Guidelines 2000 also contains provisions, which shall have to be complied with by every companymaking a public issue. The accountability and responsibility of the Abridged Prospectus is with the SEBIRegistered Category I Merchant Banker.
Statements in prospectus should be true, accurate and fair. The Act as well as the SEBI Act 1992 prescribesstringent penal actions on untrue or misrepresentation in the prospectus.
The salient features of such requirements are given below: -
Companies Act 1956SEBI (DIP) Guidelines 2000
No provision re Disclaimer/Compliance Officer
Capital structure of the companyTerms of the present issue
No provision re: Promoters` Contribution/lock in period
Company management and project
No provision re Key personnel
Cover PagesFront Outer Cover Page
The name and address of the registered office of the company,telephone, fax number and E. mail address.
The nature, number, price and amount of the instruments offered.
The ‘Risks in relation to the first issue’
‘Issuer’s Absolute Responsibility’
The name and address of the Registrar to the issue
Issue Opening Date
Credit Rating, if applicable
Name/s of stock exchanges where listing of the securities isproposed and the details of in-principle approval for listingobtained from these stock exchanges
Front Inside Cover Page
Index of the contents
Inner Cover Pages
The other risk factors
Back Cover PagesPART IGeneral Information
Disclaimer Clause (from SEBI, Merch. Banker)
Filing of offer document with the Board and RoC
Intermediaries and auditors
Capital Structure of the company
Notes to Capital Structure
Promoters’ contribution and lock-in period
Details regarding major shareholders
Terms of paymentsProject Cost
Means of financing
History and main objects and present business of the companyPromoters and their Background
Key Managerial Personnel
Names, address, occupation of manager, directors (their directorships in other companies)
Location of the Project
Collaboration, any performance guarantee or assistance inmarketing by the collaborators
Schedule of implementation of the project and progress made sofar
LECTURES BY PROF. S N GHOSH