This document discusses prospectuses, which are formal legal documents that must be filed with securities regulators when a company makes a public offering of shares or debentures. A prospectus provides important details that investors need to make informed decisions, such as information about the company's business, management, and financial condition. It must be registered and dated, and can only be issued within 90 days of registration. The prospectus and statements in lieu of prospectus aim to protect investors and ensure transparency around public offerings.

2. formal legal Document
Required and filed with Securities and Exchange
Commission(SECP).
provides details about an investment offering for sale
to the public.
should contain the facts that an investor needs to
make an informed investment decision.
prospectus is also known as “OFFER DOCUMENT”.

3.  It informs the company about the formation
of a new company.
 It serves as a written evidence about the
terms and conditions of issue of shares or
debentures of a company.
 It induces the investors to invest in the shares
and debentures of the company.
 It describes the nature, extent and future
prospectus of the company.

4.  Every public listed company who
intends to offer shares or debentures
of the company to the public.
 Every private company who ceases to
be a private company and converts
into a public company and intends to
offer shares or debentures of the
company to the public.

5.  A Prospectus is required to be issued only
after the incorporation of company.
 The prospectus must contain all the
particulars, listed in the schedule II of
Companies act.
 The prospectus must be dated.
 Before a prospectus is issued, a copy of it
must be registered with the registration of
companies.
 Prospectus shall be issued within ninety days
of its registration .

6. The following important matter are included in the
prospectus:
 The name, addresses and occupation of directors
and managing directors.
 The number and classes of shares and
debentures issued.
 The qualification share of directors and the
interest of directors for the promotion of
company.
 The prospectus contains the main objectives of
the company, the name and addresses of the
signatories of the memorandum of association
and the number of shares held by them.

7. Particulars about the directors,
secretaries and the treasures and their
remuneration.
The amount for the minimum
subscription.
If the company carrying on business,
the length of time of such businesses.
The estimated amount of preliminary
expenses.

8.  Name and address of the auditors, bankers and
solicitors of the company.
 Time and place where copies of balance sheets,
profits and loss account and the auditors report
may be inspected.
 The auditor’s report so submitted must deal with
the profit and loss of the company for each year of
five financial years immediately preceding the issue
of prospectus.
 If any profit or reserve has been capitalized, the
particulars of such capitalization will be stated in
the prospectus.

9. Every prospectus issued by or on behalf of
a company must be dated and that date
shall unless the contrary is proved, be
regarded as the date of its publication.
(section 55).
A copy of the prospectus signed
by every director or proposed director or by
his agent must be delivered to the registrar
on or before the date of publication

10.  A prospectus must not be issued
more than 90 days after the date
on which a copy there of is
delivered for registration. If a
prospectus is so issued it will be
deemed to be a prospectus a copy
of which has not been delivered to
the registrar.

11.  A public limited company.
a. which has not issued a prospectus.
b. which has issued a prospectus, but has
not proceeded to allot any of the
shares. offered to the public for
subscription.
is required to deliver to Registrar a
“statement in lieu of prospectus” for
registration, at least three days before
the allotment of shares or debentures.

12.  Schedule III contains the details of the
particulars to be furnished. In case of
private company becoming a public
company, statement in lieu of the
prospectus can be filed. Schedule IV
contains the details of the particulars to
be furnished for the same.
 Such a statement is required to be
signed by every person, who is named
therein as a director or a proposed
director, of the company, or by his agent
authorized in writing.

13.  If allotment of shares or debentures is
made without filing the statements in
lieu of prospectus, the allottee may
avoid it within two months after the
statutory meeting, or where no such
meeting is to be held, within two
months of the allotment.
Contravention also renders the
company and every director liable to
fine up to rupees 10,000.

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