Companies Act Prospectus Quiz

Prospectus and Allotment of Securities

• This chapter covers the provisions of Chapter III of the Companies Act, 2013, dealing with prospectuses and allotment of securities.
• Learning Outcomes: Define prospectus, understand various types of prospectuses, explain the procedure for issue of prospectus and related concepts, know about criminal and civil liability for misstatements, understand the procedure for allotment of securities by companies, and know the procedure of private placement of securities.
• The Act (Companies Act, 2013) distinguishes between public and private company issues.
• Part I deals with public offers (Sections 23-41).
• Part II deals with private placements (Section 42).
• The Companies (Prospectus and Allotment of Securities) Rules, 2014 supplement the Act's provisions.

Chapter Overview

• Chapter III, Sections 23-42, details prospectus and securities allotment.
• Public offer (Part I) is for the general public.
• Private placement (Part II) is for a select group of individuals.
• A diagram illustrates the arrangement of relevant sections.
• Penalties for fraud are outlined in Section 447.

Introduction

• Companies raise capital through public offers or private placements.
• A public offer involves raising capital from the public at large.
• A private placement involves raising capital from a select group of identified persons.
• Prospectuses and related matters: This chapter outlines provisions for raising capital including prospectus issuance, allotment of securities, and incidental matters.

Public Offer and Private Placement

• Section 23(1) defines how a public company can issue securities: a. To the public through a prospectus (public offer) by complying with Section 23-41 of the Act b. Through private placement by complying with Section 42 of the Act c. Through a rights issue or a bonus issue according to the Act and regulations for listed companies.

Regulation of Issue and Transfer of Securities

• The Securities and Exchange Board of India (SEBI) administers provisions for the issue and transfer of securities and non-payment of dividends.
• SEBI has powers under Indian securities and exchange board of india act 1992.
• Other matters related to the prospectus, returns of allotment, redemption of preference shares, etc. are handled by the Central Government, Tribunal, or the Registrar, as appropriate. 

Prospectus − Meaning

• A prospectus is any document described or issued as such.
• It includes red herring prospectus, shelf prospectus, and a notice, circular, advertisement, or other document inviting public offers for securities.
• Prospectuses have four key constituents: any document described or issued as a prospectus, shelf prospectus (Section 31), Red Herring Prospectus (Section 32), and any notice, circular, advertisement, or other document inviting offers from the public.

Deemed Prospectus (Section 25)

• Any document through which a company allots securities to the public is deemed a prospectus.
• Allotments are presumed to be for public offering if securities are offered within six months of allotment, or if full consideration hasn't been received by the company when the offer to the public is made.
• The provisions (25(3) and 25(4)) regarding prospectuses, particulars to be stated, and liabilities for misstatement apply to deemed prospectuses too.

Matters to be Stated in Prospectus (Section 26)

• The prospectus must include statements and reports on financial information specified by SEBI.
• It must affirm compliance with the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, and the Securities and Exchange Board of India Act, 1992, and related rules.
• It does not apply if the prospectus is issued to existing shareholders or debenture holders

Mis-statements in Prospectus (Sections 34 and 35)

• Prospectuses are subject to the doctrine of utmost good faith (uberrimae fidei), requiring all material facts to be disclosed truthfully and accurately.
• Misstatements or omissions in a prospectus may lead to criminal or civil liability.
• Section 34 covers criminal liability for misstatements or misleading statements in prospectuses.
• Section 35 covers civil liability (compensation) for losses or damages caused by misleading statements.

Penalties for Misrepresentation in Prospectus

• Companies and individuals responsible for misstatements or omissions in prospectuses can face fines and/ or imprisonment.

Allotment of Securities by Company (Section 39)

• Allotment refers to a company accepting an offer to subscribe to shares or securities.
• Allotment must meet minimum subscription requirements (at least 5% of the nominal value).
• Money must be received from subscribers by specified means. Any default in meeting these criteria often carries associated penalties.

Return of Allotment (Section 40)

• A company must file a return of allotment (Form PAS-3) with the Registrar within 30 days of the allotment, including details like a list of allottees and the number of securities allotted to each.
• Failure to file the return within the stipulated timeframe may result in monetary penalties.

Global Depository Receipts (Section 41)

• GDRs are a general name for depository receipts issued by foreign companies.
• The process describes how GDRs are created and functions in foreign markets where shares are traded.

Private Placement (Section 42)

• Private placements involve offering securities to a select group (200 or fewer people annually) of identified (or otherwise qualified) persons.
• Public disclosure requirements regarding the private placement's offer and application are slightly differently regulated from public offers.

Miscellaneous aspects relating to prospectus and allotment.

• These are various other aspects of prospectus and allotment issues including but not limited to minimum subscription, safeguarding of interest of allottees, consequences of non-subscription aspects, filing of appropriate forms, and relevant penalties for breaches of guidelines.

Test your knowledge of the Companies Act and the regulations surrounding prospectuses. This quiz covers key concepts such as penalties, investor protection mechanisms, and definitions related to prospectuses. Understand the vital aspects of securities issuance and the legal provisions that safeguard investors.