NAME : JYOTI ABHILASH PANICKAR

ROLL NO : 27

SUBJECT : CORPORATE LAW

CLASS : LLM (SEMESTER II)

PROJECT IN CHARGE : PROFESSOR NAHEED NADIWALA

COLLEGE : S.N.D.T. WOMEN UNIVERSITY LAW

SCHOOL

SEMINAR - PROSPECTUS

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 DECLARATION
I, Jyoti Abhilash Panickar, studying in the First Year ( Second Semester) of

LLM at S.N.D.T Women University Law School, Mumbai, hereby declare that this

Seminar work entitled “Prospectus” which is being submitted by me in the partial

fulfilment for the award of the degree of LLM, from S.N.D.T Women University Law

School, Mumbai is an authentic record of me carried out during the academic year

2016-2017, under the guidance of Prof. Naheed Nadiwala, Department of Law

S.N.D.T Women University Law School, Mumbai.

I further undertake that the matter embodied in the Assignment has not been

submitted previously for the award of any degree or diploma by me to any other

university or institution.

Place: Mumbai Jyoti Abhilash Panickar

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 ACKNOWLEDGEMENT

I would like to express my special thanks of gratitude to Professor Naheed Nadiwala

who gave me the golden opportunity to do this wonderful seminar on the topic

Prospectus, which helped me in doing a lot of research and enriched my knowledge

on the topic .

Secondly, I would like to thank my family who helped me a lot in finalizing the

assignment within the limited timeframe.

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 INDEX

Sr. PARTICULARS PAGE

NO NO.

1 Chapter –I Introduction

1.1 Doctrine of Constructive Notice

1.2 Doctrine Of Indoor Management

2 Chapter –II Effects of Doctrine Of Constructive Notice

3 Chapter –III Statutory Reforms of Constructive Notice

4 Chapter –IV Criticism of the Doctrine Of Constructive

Notice: Evolvement of Doctrine of Indoor Management

5 Chapter –V Exceptions to the Doctrine of Indoor

Management

6 Chapter –VI Difference between Doctrine of Constructive

Notice and Doctrine Of Indoor Management

7 Chapter –VII Caselaws

8 Chapter –VIII Conclusion

9 Chapter –IX Bibliography and Webliography

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 CHAPTER I

INTRODUCTION

Prospectus is the sole of any company. On the basis of the contents of the

prospectus, the general public makes up their mind whether to invest in that

company or not. Hence the statements in the prospectus hold a great gravity of being

absolutely true.

When prospectus is issued by any company, it is mainly to invite public to take

shares or debentures of the company or to deposit money with the company. It is the

duty of the company to see that the statements made in the prospectus are of true

nature. But if there is any false information given in the prospectus and the public

acts upon that, the Companies Act provides for provisions for the persons that who

would be held liable for misleading the public.

The definition of prospectus in the Indian Companies Act 1956 was based on the

definition found in the English Companies Act and after undergoing an amendment

in 1960, it is read as

“ A prospectus means any document described or issued as prospectus and includes

any notice, circular, advertisement or other document inviting deposits from the

public or inviting offers from the public for the subscription or purchase of any

shares in or debentures of a body corporate. "

Hence any advertisement that intends to offer to the public shares or debentures of

the company for sale is a prospectus. According to the general clauses Act 1956,

“Document shall include any matter written, expressed or described upon any

substance by means of letters, figures or marks, or by more than one of those means

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which is intended to be used, or which may be used, for the purpose or recording that

matter."

In Pramatha Nath Sanyal v Kali Kumar Dutt [1] an advertisement in a newspaper

read as “ Some shares are still available for sale according to the terms of the

prospectus of the company which can be obtained on application." It was held to be a

prospectus as it invited public to purchase shares.

The question whether a television or film advertisement can be considered as

prospectus is still not clear.

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 CHAPTER II

OBJECT AND NATURE OF PROSPECTUS

Object of a prospectus :

The objects of issuing a prospectus are as under:

1. To invite the public to invest in the shares or debenture of a market.

2. To give a bureau of a condition on which the public is invited to invest in shares

and debentures.

3. To make a declaration that the directors of the company are liable for the

condition stated in the prospectus.

Nature of prospectus:

As said earlier that the prospectus is an invitation to the public to invest in the shares

or debentures of a company. But the term public is nowhere defined in the Companies

Act. So, far as it is related to prospectus, public is meant to be the ordinary common

people[4]. Whether or not the invitation for investment is made to the ‘public’ depends

upon some situation, such as:

1. How many copies of the prospectus were printed?

2. To how many members of the public were the copies distributed.

3. How many members of the public accepted the copies?

4. Under what conditions did the member of the public accept the prospectus?

When the prospectus need to be issued

In the following situation, there is no need for a prospectus to be issued.

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1. When the shares and debentures are to be allotted to the existing holders of shares

and debentures.

2. When the shares and debenture to be allotted are similar to the current (already

issued) shares and debentures that are being traded in a recognized stock exchange.

3. When the allotment of shares and debenture is not permissible by law as in the

case of a private company.

4. When the invitation is to some such person who has a contract for underwriting

the shares and debentures of the company

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 CHAPTER III

TYPES OF PROSPECTUS

Following are the major types of prospectus.

1. Ordinary prospectus:

It is the common form of prospectus issued by any company.

2. Deemed Prospectus:-

When a company issues its securities to issuing house and the issuing house later on

transfers these securities later on to public then the issuing house issues an offer

document, this offer document is known as deemed prospectus. This deemed

prospectus has all the contents of prospectus and it has to fulfill all the legal

conditions regarding the prospectus.

3. Red herring prospectus:

This prospectus is issued by those companies who issue the securities by book

building process hence in this process the price of securities will be calculated

depending upon the demand from public. In this prospectus all the contents of a

regular prospectus are present however it does not have the issue price of securities.

The issue price is decided later on after which the company will issue an information

memorandum which will contain the issue price of securities along with the

necessary information.

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 4. Information Memorandum:

It is a document issued by company after issue of Red herring prospectus and after

the issue of shelf prospectus. The Information Memorandum contains that

information which was not mentioned in the Red herring prospectus or shelf

prospectus. This information memorandum is also submitted to ROC and it is also

registered with the ROC like the normal prospectus.

5. Statement in lieu of Prospectus:

Statement in lieu of Prospectus is issue by the company when the company does not

issue securities to public. This statement has all the contents of the prospectus and is

registered with ROC like the normal prospectus. This statement is issued by

company in private placements. The Slp also has the penalties if there is a

misstatement.

6. Shelf prospectus:

This is the prospectus which is issued by financial institutions and this prospectus

remains valid for twelve months. This prospectus is issued so that the financial

institution can issue the securities more than once during 12 months. During the

process of issue of shelf prospectus the financial institution must issue information

memorandum for the change on the company which have taken place in between the

date of issue of prospectus and the date of issue of securities.

7. Summary or Abridged prospectus:

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According to companies act 1956 every application form for purchasing the shares of

company must be issued only with a copy of prospectus hence application form cannot

be issued without a copy of prospectus. To save the resources and money a summary

prospectus is prepared and this summary prospectus will be attached to the application

form. This prospectus must have all the contents of a regular prospectus hence

summary prospectus is also issued in the same manner in which a regular prospectus

is issued.

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 CHAPTER IV

LEGAL REQUIREMENTS REGARDING ISSUE OF

PROSPECTUS
The Companies Act has defined some legal requirements about the issue and

registration of a prospectus. The issue of the prospectus would be deemed to be legal

only if the requirements are met.

1. Issue after the incorporation: As a rule, the prospectus of a company can only

be issued after its incorporation. A prospectus issued by, or on behalf of a company,

or in relation to an intended company, shall be dated, and that date shall be taken as

the date of publication of the prospectus.

2. Registration of prospectus: it is mandatory to get the prospectus registered

with the Registrar of Companies before it is issued to the public. The procedure of

getting the prospectus registered is as under:

a. A copy of the prospectus, duly signed by every person who is named therein as

a director or a proposed director of the company must be filed with Registrar of

Companies before the prospectus is issued to the public.

b. The following document must be attached thereto:

(i) Consent to the issue of the prospectus required under any person as an expert

confirming his written consent to the issue thereof, and that he has not withdrawn his

consent as aforesaid appears in the prospectus.

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(ii) Copies of all contracts entered into with respect to the appointment of the

managing director, directors and other officers of the company must also be filed with

Registrar.

(iii) If the auditor or accountant of the company has made any adjustments in the

company’s account, the said adjustments and the reasons thereof must be filed with

the documents.

(iv) There must be a copy of the application which is to be filled for the issue of the

company’s shares and debentures attached with the prospectus.

(v) The prospectus must have the written consent of all the persons who have been

named as auditors, solicitors, bankers, brokers, etc.

c. Every prospectus must have, on the face of it, a statement that:

(i) A copy of the prospectus has been delivered to the Registrar for registration.

(ii) Specifies that any documents required to be endorsed by this section have been

delivered to the Registrar.

d. A copy of the prospectus must be filed with the Registrar of Companies. The

Registrar should register the prospectus only when:

(i) The prospectus is dated. The date shall, unless the contrary is proved, be taken

as the date of publication of the prospectus.

(ii) The contents of prospectus conform to Section 56 of the Act.

(iii) The consent of the expert, if it is necessary, has been obtained. But such expert

should not be engaged or interested in the formation or promotion of the company.

(iv) The written consent of the expert with respect to the issue of his statement

included in the prospectus has been obtained.

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If the above provision of law has been fulfilled, or the necessary documents have nit

been attached, the Registrar can refuse to register the company’s prospectus.

e. According to the Section 60(4), no prospectus shall be issued more than ninety

days after the date on which a copy thereof is delivered for registration. Of the

prospectus is so issued. It shall be deemed to be a prospectus a copy of which has not

been delivered to the Registrar.

If a prospectus issued in contravention of the above –stated provisions, then the

company and every person who knows a party to the issue of the prospectus shall be

punishable with a fine

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 CHAPTER V

CONTENTS OF PROSPECTUS
The main contents of a prospectus are:

1. Main object of the company with the names, addresses, description and

occupation of signatories to the memorandum and the number of shares subscribed for

by them.

2. Number and classes of shares and the nature and extent of the interest of holders

thereof in the property and profits of the company.

3. The number of redeemable preference shares intended to be issued and the date

of redemption or where no date is fixed; the period of notice required for redeeming

the share s and proposed method of redemption.

4. The number of shares. If any, fixed by the Article as the qualification of a director

and the remuneration of the directors for the service.

5. The names, occupation and addresses of directors, managing director and

manager together with any provision in the Articles or a contract regarding their

appointment remuneration or compensation for loss of office.

6. The time of opening of the subscription list should be given in the prospectus.

7. The amount payable on application and allotment on each share should be stated.

If any prospectus is issued within two years, the details of the shares subscribed for

any allotted.

8. The particular about any option or preferential right to be given to any person to

subscribe for shares or debentures of the company.

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9. The number of shares or debentures which within the two preceding year been

issued for a considerations other than cash.

10. Particulars about premium received on shares within two preceding years or to be

received.

11. The amount or rate of underwriting commission.

12. Preliminary expenses.

13. The names and addresses of auditors, if any, of the company.

14. Where the shares are of more than one class, the rights of voting and rights as to

capital and dividend attached to several classes of shares.

15. If nay reserve or profits of the company have been capitalized, particulars of

capitalizations and particulars of the surplus arising from any revaluation of the assets

of the company.

16. A reasonable time and place at which copies of all accounts on which the report

of auditors is based may be inspected.

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 CHAPTER VI

GOLDEN RULE IN PROSPECTUS

Prospectus is the basis of the contract between the company and the person’s who

incest in the company’s shares or debentures. The officers of the company have

knowledge of the company’s present status and its prospects in future or have the

means to acquire such knowledge. But the potential investor has no such knowledge,

nor the means to acquire it. It, therefore, becomes the duty of those who issue the

prospectus that they not only projects the company’s image in the right perspective

but also makes sure that no vital information which could be of interest to the potential

investors in the company’s shares and debentures is left out from the company’s

prospectus. it therefore become important that the prospectus states the basic important

facts about the company with utmost honesty and good faith and that no information

that is important is twisted or partially presented. That is what is refers to as the ‘golden

rule for making a prospectus’.

In short the following must be kept in mind when preparing the prospectus of a

company:

1. The prospectus must be an honest statement of the company’s profile; there must

be no misleading, ambiguous or erroneous reference to the company in its prospectus.

2. Every important aspect of a contract of the company should be clarified.

3. The contents of the prospectus should conform to the provision of the Companies

Act.

4. The restrictions on the appointment of directors must be kept in mind.

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5. The conditions of civil liability as laid down must be strictly adhered to issue

and registration of prospectus or legal requirement regarding issue of prospectus[6].

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 CHAPTER VII

MIS-STATEMENTS IN PROSPECTUS

Mis-statements and false statements in the prospectus are instruments by which

dishonest company promoters may practice fraud on the public money. In order to

prevent this practice the law imposes certain duties and liabilities on those persons

who are responsible for such issues.

If, however, the prospectus contains any mis-statement of a material fact or if the

prospectus wants in any material fact, two types of liabilities will arise.

They are:

(1) Civil Liability

(2) Criminal Liability

Before discussing the above we are to know the liability which may arise for Untrue

Statement. It is the duty of the authors of the prospectus to see that the prospectus

does not contain any untrue statement which may mislead the public.

According to Sec. 65 of the Companies Act, Untrue Statement’ in connection

with a prospectus shall deem to include:

(i) A statement which is misleading in the form and context in which it is

included, and

(ii) An omission which is calculated to mislead.

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In short, untrue statement means and includes any statement which is not only a false

statement but also a statement which creates a wrong impression of actual fact.

Concealment of material fact is also treated as mis-statement or untrue statement.

(1) Civil Liability:

Sec. 62(1) of the Companies Act states that such persons are liable to pay

compensation for any loss or damage which any person may suffer from the

purchase of any share or debenture on the basis of the untrue statement.

Consequently, a person who has suffered a loss may claim contribution from the

others who were associated relating to issue of prospect until it appears that he was

guilty of fraud while the others were not proved to be guilty.

(2) Criminal Liability:

According to Sec. 63(1) of the Companies Act, every person who has authorised the

issue of a prospectus containing untrue statements shall be punishable with

imprisonment which may extend to two years or with fine which may extend to Rs.

5,000—or both.

Penalty:

Sec. 68 of the Companies Act provides that a person shall not, either knowingly or

recklessly, by making any statement, promise or forecast which is false, deceptive or

misleading or, by any dishonest concealment of material facts, induce or attempt to

induce another person to enter into or to offer to enter into any

(i) agreement for acquiring, disposing-off, subscribing for or underwriting shares or

debentures;

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(ii) agreement, the purpose or pretended purpose of which is to secure a profit to any

of the parties from the yield of shares or debentures, or by inference to fluctuations

in the value of shares or debentures.

Otherwise, he shall be punishable with imprisonment for a term which may extend to

5 years or with fine which may extend to Rs. 10,000—or with both.

Persons who are liable for untrue statements in the prospectus:

According to Sec. 62 (1) of the Companies Act, the following persons are liable

and punishable for untrue statements in the prospectus:

(a) Every person who is a director of the company at the time of the issue of the

prospectus;

(b) Every person who has authorised himself to be named and is named in the

prospectus either as a director or as having agreed to become a director, either

immediately or after an interval of time;

(c) Every person who is a promoter of the company; and

(d) Every person who has authorised the issues of the prospectus.

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 CHAPTER VIII

DEFENCE AVAILABLE IN AN ACTION ON THE PROSPECTUS

The parties against whom the proceeding have been taken for mis-statement in

the prospectus may use certain pleas as their defence:

1. Defences against the Civil Liability:

According to Sec. 62(2) of the Companies Act, no decree for damage shall be

passed if the person charged can prove any one of the followings:

(a) Withdrawal of consent:

A person is not liable if he withdrew his consent before the issue of the prospectus.

(b) Issue without knowledge and consent:

If the person can prove that the prospectus was issued without his knowledge or

consent and, after becoming aware of its issues, he gave public notice that the same

was issued without his knowledge and consent.

(c) Statement of an expert:

If the statement which is alleged to be untrue purports to be a statement of an

expert or a copy or of a valuation report of an expert, the person charged can

be discharged from his liability if he can prove:

(i) It is a fair and correct copy or representation or extract of the expert’s statement;

(ii) He had reasonable grounds to believe;

(iii) The expert had given his consent to the issue of the prospectus;

(iv) The expert had not withdrawn his consent before registration.

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(d) True Statement:

The person charged can escape from his liability if he can prove that he had

reasonable ground to believe and did, up to the time of the allotment of shares or

debentures, believe that the statement was true.

2. Defences available to an expert:

Sec. 62(4) states that an expert whose opinion was included in the prospectus

can use the following as defence:

(a) Withdrawal of consent:

After giving consent, he withdrew it in writing before delivery of a copy of the

prospectus for registration.

(b) Knowledge of untrue statement:

If the person, on becoming aware of the untrue statement, withdrew his consent in

writing and gave public notice with reasons thereof, after delivery of the copy of the

prospectus to and before allotment.

(c) True statement:

He was competent to make such statement and he had reasonable grounds to believe

and did up to the time of the allotment of shares and debentures, believe that the

statement was true.

3. Defense’s against Criminal Liability:

Sec. 63(1) states that a person charged in a criminal court will be acquitted if he

can prove any one of the following:

(a) That the statement was immaterial, or

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(b) That he had reasonable grounds to believe and did, up to the time of the issue of

the prospectus, believe that the statement was true.

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 CHAPTER IX

CASELAWS

1. CASE: DERRY vs. PEEK

The directors of a tramway company issued a prospectus stating that they had the

right to run tram cars with steam power instead of with horses as before. The Act

incorporating the company provided that such power might be used with the sanction

of the Board of Trade. But, the Board of Trade refused to give permission and the

company had to be wound up. One of the shareholders sued the directors for

damages for fraud. Now, the House of Lords held that the directors were not liable in

fraud because they honestly believed what they said in the prospectus to be true.

Lord Herschel in this case observed that “Fraud is proved when it is shown that false

representation has been made (a) knowingly, (b) without belief in its truth, or, (c)

recklessly, carelessly whether it be false or true.

2. PEEK vs GURNEY (1873) 43 L.J. Ch.19

A deceitful prospectus was issued by the directors on behalf of the company, P

received a copy of it but did not take any shares originally in the company. The

allotement of shares to applicant was completed, and several months afterwards he

brought 2,000 shares on the stock exchange. His action against the directors for

deceit was rejected. It was observed by the court that the office of a prospectus is to

invite persons to become allottees does not followthe shares into the hands of

subsequent transferees.

3. ANDREWS vs MOCKFORD (1869) I.Q.B. 372,

The directors sent to A, a prospectus of the company which they knew would be a

sham in order to induce A to purchase shares therein. A did not subscribe for the

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shares at that time. The prospectus, having produced but a scanty subscription for

shares, the directors there upon fraudulently published a telegram in newspaper. A

believing in the truth of the telegram was induced to purchase shares in the open

market. The directors were held liable for the systematic fraud.

4. SAHARA vs SEBI

The Supreme Court on 31st August, 2012 in one of its most anticipated judgment of

recent times has directed the Sahara Group and its two group companies Sahara

India Real Estate Corporation Limited (SIRECL) and Sahara Housing Investment

Corporation Limited (SHICL) to refund around Rs 17,400 crore to their investors

within 3 months from the date of the order with an interest of 15%. The Supreme

Court while confirming the findings of the SAT has further asked SEBI to probe into

the matter and find out the actual investor base who have subscribed to the

Optionally Fully Convertible Debentures (OFCDs) issued by the two group

companies SIRECL and SHICL.

Background: Earlier SIRECL and SHICL floated an issue of OFCDs and started

collecting subscriptions from investors with effect from 25th April 2008 up to 13th

April 2011. During this period, the company had a total collection of over Rs 17,656

crore. The amount was collected from about 30 million investors in the guise of a

"Private Placement" without complying with the requirements applicable to the

public offerings of securities. The Whole Time Member of SEBI while taking

cognizance of the matter passed an order dated 23rd June, 2011 thereby directing the

two companies to refund the money so collected to the investors and also restrained

the promoters of the two companies including Mr. Subrata Roy from accessing the

securities market till further orders. Sahara then preferred an appeal before SAT

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against the order of the Whole Time Member and after hearing the SAT confirmed

and maintained the order of the Whole Time Member by an order dated 18th

October, 2011. Subsequently Sahara filed an appeal before the Supreme Court of

India against the SAT order.

The issues raised and the corresponding observations made by the Supreme Court

are enumerated below:

Issue 3. Whether the issue of OFCDs to millions of persons who subscribed to the

issue is a Private Placement so as not to fall within the purview of SEBI

Regulations and various provisions of Companies Act.

Observations of SC: The Supreme Court went on to hold that although the intention

of the companies was to make the issue of OFCDs look like a private placement, it

ceases to be so when such securities are offered to more than 50 persons. Section 67(3)

specifically mentions that when any security is offered to and subscribed by more than

50 persons it will be deemed to be a Public Offer and therefore SEBI will have

jurisdiction in the matter and the issuer will have to comply with the various provisions

of the legal framework for a public issue. Although the Sahara companies contended

that they are exempted under the provisos to Sec 67 (3) since the Information

memorandum specifically mentioned that the OFCDs were issued only to those related

to the Sahara Group and there was no public offer, the Supreme Court however did

not find enough strength in this argument. The Supreme Court observed as the

companies elicited public demand for the OFCDs through issue of Information

Memorandum under Section 60B of the Companies Act, which is only meant for

Public Issues. Supreme Court also observed that since introducers were needed for

someone to subscribe to the OFCDs, it is clear that the issue was not meant for persons

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related or associated with the Sahara Group because in that case an introducer would

not be required as such a person is already associated or related to the Sahara Group.

Thus the Supreme Court concluded that the actions and intentions on the part of the

two companies clearly show that they wanted to issue securities to the public in the

garb of a private placement to bypass the various laws and regulations in relation to

that. The Court observed that the Sahara Companies have issued securities to more

than the threshold statutory limit fixed under proviso to Section 67(3) and hence

violated the listing provisions attracting civil and criminal liability. The Supreme

Court also observed that issue of OFCDs through circulation of IM to public attracted

provisions of Section 60B of the Companies Act, which required filing of prospectus

under Section 60B(9) and since the companies did not come out with a final prospectus

on the closing of the offer and failed to register it with SEBI, the Supreme Court held

that there was violation of sec 60B of the Companies Act also.

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 CHAPTER X

CONCLUSION

Every person authorizing the issue of prospectus has a primary responsibility to see

that the prospectus contains the true state of affairs of the company and does not give

any fraudulent picture the public. The section 62 makes certain person liable to pay

compensation to every person who subscribes for any loss incurred who subscribes

the shares or debentures on the faith of the prospectus. But there are also some

defences available to the persons held liable for the misstatement and they can evade

the consequences if the conditions are satisfied. Hence it is clear that eveYr one is

held liable to the shareholders if any wrong is committed by the company or any

person working on behalf of the company. Law leaves no one if the wrong is proved

against them.

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 CHAPTER XI

BIBLIOGRAPHY AND WEBLIOGRAPHY

BIBLIOGRAPHY

 Sen and Mitra’, 2006, ‘Commercial Law and Industrial Law.’

 Mackintosh, 1977, Chapter 2’, Marshall, 1984, Chapter IV.

 A.K.M. Siddique, ‘The Constitution of the People’s Republic of Bangladesh’,

p- 37, Paragraph-2.

 ‘Rajput Brotherhood, ‘Prospectus’, Retrieved on November 29, 2010

from

http://www.rajputbrotherhood.com/knowledge-hub/business-studies/what-is-

prospectus-define-it-and-describe-its-main-contents.html

WEBLIOGRAPHY

 http://jurisonline.in/2010/10/isuue-of-prospectus/

 http://www.slideshare.net/umairnoor_aff/prospectus-company-law

 http://www.jstor.org/pss/1332145

 https://www.lawteacher.net/free-law-essays/business-law/misstatement-in-

prospectus-law-essays.php

 http://lawmanblog.blogspot.in/2012/03/prospectus-in-company-law.html

 http://www.advocatekhoj.com/library/bareacts/companies2013/26.php?Title=

Companies%20Act,%202013&STitle=Matters%20to%20be%20stated%20in

%20prospectus

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