Documents that contain offer of securities sale to be deemed prospectus.*1. Any document by which the offer purchasable to the general public is formed shall, for all purposes, be deemed to be a prospectus issued by the company;
*2. All rules of law on contents of prospectus and even on liability in respect of misstatement in and omissions from prospectus, or else concerning prospectus, shall be apply with modifications laid out in sub-sections (3) and (4) and shall have effect accordingly, as if the securities had been offered to the general public for subscription and,
Securities being offered purchasable to the general public if it's shown:
*(3) Section 26 as applied by this section shall have effect as if —
(i) it required a prospectus to state additionally to the matters required by that section to be stated during a prospectus
(ii) the persons making the offer were persons named during a prospectus as directors of a corporation .
(4) Where an individual making a suggestion to which this section relates may be a company or a firm, it shall be sufficient if the document mentioned in sub-section (1) is signed on behalf of the corporate or firm by two directors of the corporate or by not but one-half of the partners within the firm, because the case could also be .
COMMENT: MATTERS TO BE STATED IN PROSPECTUS
(1) Every prospectus issued by or on behalf of a public company either with regard to its formation or subsequently, or by or on behalf of a person who is or has been engaged or curious about the formation of a public company, shall be dated and signed and shall1[state such information and began such reports on financial information as could also be specified by the Securities and Exchange Board in consultation with the Central Government:
(c) make a declaration about the compliance of the provisions of this Act and a press release to the effect that nothing within the prospectus is contrary to the provisions of this Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and therefore the Securities and Exchange Board of India Act, 1992 (15 of 1992) and therefore the rules and regulations made there under; and
(2) Nothing in sub-section (1) shall apply—
(a) to the difficulty to existing members or debenture-holders of a corporation , of a prospectus or sort of application concerning shares in or debentures of the corporate , whether an applicant features a right to renounce the shares or not under sub-clause (ii) of clause (a) of sub-section (1) of section 62 in favour of the other person; or (b) to the difficulty of a prospectus or sort of application concerning shares or debentures which are, or are to be, altogether respects uniform with shares or debentures previously issued and for the nonce dealt in or quoted on a recognised stock market .
(3) Subject to sub-section (2), the provisions of sub-section (1) shall apply to a prospectus or a sort of application, whether issued on or with regard to the formation of a corporation or subsequently.
COMMENT: THE DATE INDICATED within the PROSPECTUS SHALL BE DEEMED TO BE THE DATE OF ITS PUBLICATION.
(4) No prospectus shall be issued by or on behalf of a corporation or in reference to an intended company unless on or before the date of its publication, there has been delivered to the Registrar for Filing, a replica thereof signed by every one who is known as therein as a director or proposed director of the corporate or by his duly authorised attorney.
(5) A prospectus issued under sub-section (1) shall not include a press release purporting to be made by an expert unless the expert may be a one that isn't , and has not been, engaged or curious about the formation or promotion or management, of the corporate and has given his written consent to the difficulty of the prospectus and has not withdrawn such consent before the delivery of a replica of the prospectus to the Registrar for filing and a press release thereto effect shall be included within the prospectus.
(6) Every though prospectus which is being issued under sub-section (1) shall, be face of it.
(a) state that a replica has been delivered for 5[filing] to the Registrar as needed under sub-section (4); and (b) specify any documents required by this section to be attached to the copy so delivered or ask statements included within the prospectus which specify these documents.
(7) The Registrar shall not register a prospectus unless the wants of this section with reference to its registration are complied with and therefore the prospectus is amid the consent in writing of all the persons named within the prospectus].
(8) No prospectus shall be valid if it's issued quite 90 days after the date on which a replica thereof is delivered to the Registrar under sub-section (4).