1. Contents of prospectus
1. Registered office
• Company name
• Address
2. Company promoters
• Name
• Address
• Background
3. main objects
• Its History and present business
4. Names, addresses, occupation
• MD
• Managers
• Other directors ( giving their dictatorship in other companies
5. Size of Present issue (separately reservation for preferential allotment)
• to promoters
• others
6. Dates
• Opening and closing of the subscription list
• Earliest closing of the issue
2. 7. Name and addresses
• Company secretary
•Legal advisor
•Auditors
•Lead managers
•Bankers
•Broker to the issue
•Trustee under “Debenture trust deed” (if any)
8. Consent
•Directors, Auditors, Solicitors, Managers to The Issue
•Bankers to the company, Issue and experts
9. Content of Articles or any contract relating to
• Appointment of managing director, manager
• Remuneration payable to managing director, manager
• Compensation payable to managing director, manager
3. 10. Amount payable and other details
•On application of each share
•On allotment of each share
• Availability of forms and prospectus
•Mode of payment
11. Details of option to subscribe for securities
•Depository mode
12. Allotment and issue of certificates
•Time schedule
•Procedure
13. Shares
•Classes
•Rights
•Privileges
•Restrictions attached
14. Minimum subscription clause
15. Names of
•Regional stock exchange an other stock exchange (where
application made for listing of present issue)
4. 16. Under writing
• Name and address of underwriters
• Underwritten amount
• Underwriting commission
• Declaration by BOD (Underwriters have sufficient resources to discharge their
respective obligation
17. Material details about
•Project
Its location
Plant and machinery
Technology
Process
•Collaboration
•Any performance guarantee/assisting in marketing by the collaborators
•Infrastructure facilities for
Raw material
Utensils
Water
Electricity
• Schedule of implementation of project
•Progress do far
5. 17. Nature of the product
18. Future prospects
• Expected capacity utilization (during firth 3 years)
• Expected year (company can earn profit)
19. Stock exchange quotation (last 3 years)
20. Particulars
•Public issues (made during last 3 years)
•By the company or other listed company (under same management)
•Outstanding litigation
•Criminal prosecution
•Of dues
Meeting statutory due
Institutional dues
21. Management perception of risk factors
• Sensitivity to foreign exchange rate fluctuations
• Difficulty in availability of raw materials
• Marketing of products
• Cost/time over-run
22. Disclosure of credit rating obtained from CRISIL or recognized rating agency
• For proposed debentures or shares
6. 23. Expenses of issue – Fee payable
• To advisor
• To registrar
• Managers to issue and trustees
24. Particulars of any property to be acquired by company and
price is to be paid out of the proceeds of the issue
•Within 2 preceding years
•Name and address of vendors
•Purchase price
•Mode of payment
25. Amount of benefit given or paid with in 2 preceding years to any
promoter or officer
26. Particulars of
•Length (business carried on)
•Profit and loss
•Balance sheet for last five years
•Any revaluation of the assets of the company (for last five years)
7. 27. Any special tax benefits for company or share holders
28. A reasonable time and place –report of auditors – balance sheets, p & L
accounts -may be inspected
29. A declaration that all the relevant provisions of company act, guidelines
have been complied
8. AGM
•Must hold meeting each year
• View to reviewing and evaluating overall progress of company
during a year
•Called as “ordinary general meeting” deals with “ordinary
business”
•Ordinary business
•Consideration of annual accounts , balance sheet
•Reports of BOD and auditors
•The declaration of a dividend
•Appointment of directors in place of those retiring
•Any other business on agenda – except above listed – considered as
special business
•All business considered as special business in extra ordinary general
meeting
9. Other statutory requirements
•Must held within 18 months from date of incorporation
•Subsequent annual general meeting must be held each year within
6 months of the end of financial year
•Interval between 2 meetings must not be more than 15 months
•In certain cases, registrar may extend 3 more months
•Should be held on
•Not on a public holiday
•During business hours
•At the registered office of the company or some other place in
the same city
•At least 21 days written notice to call AGM
•Must given to every shareholder, directors and auditors
•If shorter notice is given, unanimous agreement is needed
•Copy of director’s report audited annual accounts and auditors' report
– must be annexed to every such notice
10. Default in holding the AGM
•If a company fails to conduct meeting on a prescribed time limit
• on application of member of the company,
•Company law board CALL OR Direct calling, holding and conducting the meeting
•If any default, Rs. 50000 incase of continuous default
•If it still continues, Rs.2500 for each day from default
11. Director’s or Board’s report
•To provide meaningful information to the shareholders, employee,
creditors, society, state etc.,
•Must attached along with balance sheet and should send to shareholder
along with notice calling for AGM
12. Report deals with,
•Company affairs
•result of a year’s working along with the future prospects
•The amounts
Reserves to balance sheet)
Should be paid by way of dividend
Material changes and commitments (affecting financial position of the
company which have occurred between the end of financial year
•Conservation of energy, technology, absorption, foreign exchange earnings and
outgo
13. Chairman’s speech
Before proceedings ,
•Chairman briefs prefactory speech
•Makes expression of condolence or congratulations
•Points out economical and political problems on company's working
•He also comments on director’s report
•Explains future development schemes of the company
14. Extra ordinary general meeting
•All general meetings – other than statutory and annual general meeting
•Meeting can be convened at any time
•All business transacted at this meeting are – special business
•Meeting comprise anything – which cant be postponed till AGM
•Can be convened on public holiday
•At a place other than registered office of the company or city in which
15. Who may call such meetings ?
1. By the directors
• Whenever they want to
• Whenever they think that is fit
• For passing a resolution
2. By the directors on requisition
On the requisition (written demand) of members
Holding not less than 1/10th of the total voting rights on the
matter of requisition
Requisition must state – Consideration of which the meeting is
to be called
Signed by – requisitionist and deposited at registered office of
company
Directors – should call a meeting and give notice – within 21
days of date of deposit of valid requisition
Meeting should be held with in 45 days – from date of
requisition
Requisitionist bound not to disclose the reason for the propose
16. 3. By the requisitionist themselves
• If director fails to call a meeting within the time limit,
The requisitionist or representatives not less than 1/10th of the
total voting rights of all the members can convene a meeting
within 3 months of date of requisition
• Procedure – same manner
• If any expenses incurred, company must repay them
• Any sum paid so –should retained out of any kind of dues of the
company out to directors
4. By the company law board
• If it is impracticable to call or conduct an extraordinary general meeting
Company law board may order a meeting to be called, held,
conducted
Either of its own motion or on application of any
director or any member who would be entitled to
vote
In same manner – as they thinks fit, give directions as thinks
expedient
17. Explanatory statement
•Notice must companied by Explanatory statement
•Object – Explain to members - reasons of passing resolution
•Statement is necessary for each “special business”
•All items to be transacted are special
•Must annexed with notice mentioning
Mentioning all material facts - Including in particulars
Nature and extent of the interest of every director, manager (if
any)
• If any such special business according approval to any document by the
meeting.
•The statement must specify time and place (where the documents
can be inspected)
•Statement must approved by the chairman before actual issue
18. Proposed resolution when passed
•by requisite majority of votes
•By the shareholders
•Becomes a company resolution
Three kinds of resolutions that may be passed at general meeting
•Ordinary resolution
•Special resolution
•Resolution requiring special notice
19. 1. Ordinary resolution
• A resolution passed by simple majority of votes of members person in
person or proxy
• Absenting or remaining neutral are not counted
• Only for ordinary businesses
To pass annual accounts
To declare dividend
• Certain items of special business also require ordinary resolution
• Certain items of ordinary business also require special resolution
• Ordinary resolution doesn’t nor require filing with the registrar
• But a copy of ordinary resolution conferring power within 30 days
2. Special resolution
• Must at least 75 percent of tee votes of members present in person
or by proxy
• Mention the effects
• Must not less than 3 times the number of votes
• A copy of resolution must registered within 30 days of the date of its
passing
20. 3. Resolution requiring special notice
• Provide special notice of 14 days to the company
•Company in turn send notice 76 days before the meeting
•To give individually or to advertise at newspaper
•Or else resolution must includes 21 days prior at the notice of the meeting
