law: Companies Act, 2013 
  26.
  
    Matters
  
  to be stated in prospectus.
  1.      Every prospectus
  
  issued by or on behalf of a public company either with reference to its
  
  formation or subsequently, or by or on behalf of any person who is or has been
  
  engaged or interested in the formation of a public company, shall be dated and
  
  signed and shall—
  a.     
  
    state
  
  the following information, namely:—
                       
  
   i.        
  
    names
  
  and addresses of the registered office of the company, company secretary, Chief
  
  Financial Officer, auditors, legal advisers, bankers, trustees, if any, underwriters
  
  and such other persons as may be prescribed;
                      
  
   ii.        
  
    dates
  
  of the opening and closing of the issue, and declaration about the issue of
  
  allotment letters and refunds within the prescribed time;
                     
  
   iii.        
  
    a
  
  statement by the Board of Directors about the separate bank account where all
  
  monies received out of the issue are to be transferred and disclosure of
  
  details of all monies including utilised and unutilised monies out of the
  
  previous issue in the prescribed manner;
                     
  
   iv.        
  
    details
  
  about underwriting of the issue;
                      
  
   v.        
  
    consent
  
  of the directors, auditors, bankers to the issue, expert’s opinion, if any, and
  
  of such other persons, as may be prescribed;
                     
  
   vi.        
  
    the
  
  authority for the issue and the details of the resolution passed therefore;
                    
  
   vii.        
  
    procedure
  
  and time schedule for allotment and issue of securities;
                   
  
   viii.        
  
    capital
  
  structure of the company in the prescribed manner;
                     
  
   ix.        
  
    main
  
  objects of public offer, terms of the present issue and such other particulars
  
  as may be prescribed;
                      
  
   x.        
  
    main
  
  objects and present business of the company and its location, schedule of
  
  implementation of the project;
                     
  
   xi.        
  
    particulars
  
  relating to—
  A.    
  
    management
  
  perception of risk factors specific to the project;
  B.    
  
    gestation
  
  period of the project;
  C.    
  
    extent
  
  of progress made in the project;
  D.    
  
    deadlines
  
  for completion of the project; and
  E.    
  
    any
  
  litigation or legal action pending or taken by a Government Department or a
  
  statutory body during the last five years immediately preceding the year of the
  
  issue of prospectus against the promoter of the company;
                    
  
   i.        
  
  
                    
  
   ii.        
  
  
                    
  
   iii.        
  
  
                    
  
   iv.        
  
  
                    
  
   v.        
  
  
                    
  
   vi.        
  
  
                    
  
   vii.        
  
  
                    
  
   viii.        
  
  
                    
  
   ix.        
  
  
                    
  
   x.        
  
  
                    
  
   xi.        
  
  
                    
  
   xii.        
  
    minimum
  
  subscription, amount payable by way of premium, issue of shares otherwise than
  
  on cash;
                   
  
   xiii.        
  
    details
  
  of directors including their appointments and remuneration, and such
  
  particulars of the nature and extent of their interests in the company as may
  
  be prescribed; and
                  
  
   xiv.        
  
    disclosures
  
  in such manner as may be prescribed about sources of promoter’s contribution;
  a.    
  
  
  b.    
  
    set
  
  out the following reports for the purposes of the financial information,
  
  namely:—
                       
  
   i.        
  
    reports
  
  by the auditors of the company with respect to its profits and losses and
  
  assets and liabilities and such other matters as may be prescribed;
                      
  
   ii.        
  
    reports
  
  relating to profits and losses for each of the five financial years immediately
  
  preceding the financial year of the issue of prospectus including such reports
  
  of its subsidiaries and in such manner as may be prescribed:
  Provided
  
  that in case of a company with respect to which a period of five years has not
  
  elapsed from the date of incorporation, the prospectus shall set out in such
  
  manner as may be prescribed, the reports relating to profits and losses for
  
  each of the financial years immediately preceding the financial year of the
  
  issue of prospectus including such reports of its subsidiaries;
                     
  
   i.        
  
  
                     
  
   ii.        
  
  
                     
  
   iii.        
  
    reports
  
  made in the prescribed manner by the auditors upon the profits and losses of
  
  the business of the company for each of the five financial years immediately
  
  preceding issue and assets and liabilities of its business on the last date to
  
  which the accounts of the business were made up, being a date not more than one
  
  hundred and eighty days before the issue of the prospectus:
  Provided
  
  that in case of a company with respect to which a period of five years has not
  
  elapsed from the date of incorporation, the prospectus shall set out in the
  
  prescribed manner, the reports made by the auditors upon the profits and losses
  
  of the business of the company for all financial years from the date of its
  
  incorporation, and assets and liabilities of its business on the last date
  
  before the issue of prospectus; and
                     
  
   iv.        
  
    reports
  
  about the business or transaction to which the proceeds of the securities are
  
  to be applied directly or indirectly;
  a.     
  b.     
  c.     
  
    make
  
  a declaration about the compliance of the provisions of this Act and a
  
  statement to the effect that nothing in the prospectus is contrary to the
  
  provisions of this Act, the Securities Contracts (Regulation) Act, 1956 and the
  
  Securities and Exchange Board of India Act, 1992 and the rules and regulations
  
  made there under; and
  d.    
  
    state
  
  such other matters and set out such other reports, as may be prescribed.
  2.      Nothing in
  
  sub-section (1 ) shall apply—
  a.     
  
    to
  
  the issue to existing members or debenture-holders of a company, of a
  
  prospectus or form of application relating to shares in or debentures of the
  
  company, whether an applicant has 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 any other person; or
  b.    
  
    to
  
  the issue of a prospectus or form of application relating to shares or
  
  debentures which are, or are to be, in all respects uniform with shares or
  
  debentures previously issued and for the time being dealt in or quoted on a
  
  recognized stock exchange.
  3.      Subject to
  
  sub-section (2 ), the provisions of sub-section (1 ) shall apply to
  
  a prospectus or a form of application, whether issued on or with reference to
  
  the formation of a company or subsequently.
  Explanation .—The date indicated
  
  in the prospectus shall be deemed to be the date of its publication.
  1.     
  2.     
  3.     
  4.      No prospectus shall
  
  be issued by or on behalf of a company or in relation to an intended company
  
  unless on or before the date of its publication, there has been delivered to
  
  the Registrar for registration, a copy thereof signed by every person who is
  
  named therein as a director or proposed director of the company or by his duly
  
  authorised attorney.
  5.      A prospectus issued
  
  under sub-section (1 ) shall not include a statement purporting to be
  
  made by an expert unless the expert is a person who is not, and has not been,
  
  engaged or interested in the formation or promotion or management, of the
  
  company and has given his written consent to the issue of the prospectus and
  
  has not withdrawn such consent before the delivery of a copy of the prospectus
  
  to the Registrar for registration and a statement to that effect shall be
  
  included in the prospectus.
  6.      Every prospectus
  
  issued under sub-section (1 ) shall, on the face of it,—
  a.     
  
    state
  
  that a copy has been delivered for registration to the Registrar as required
  
  under sub-section (4 ); and
  b.    
  
    specify
  
  any documents required by this section to be attached to the copy so delivered
  
  or refer to statements included in the prospectus which specify these
  
  documents.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.      The Registrar shall
  
  not register a prospectus unless the requirements of this section with respect
  
  to its registration are complied with and the prospectus is accompanied by the
  
  consent in writing of all the persons named in the prospectus.
  8.      No prospectus shall
  
  be valid if it is issued more than ninety days after the date on which a copy
  
  thereof is delivered to the Registrar under sub-section (4 ).
  9.      If a prospectus is
  
  issued in contravention of the provisions of this section, the company shall be
  
  punishable with fine which shall not be less than fifty thousand rupees but
  
  which may extend to three lakh rupees and every person who is knowingly a party
  
  to the issue of such prospectus shall be punishable with imprisonment for a
  
  term which may extend to three years or with fine which shall not be less than
  
  fifty thousand rupees but which may extend to three lakh rupees, or with both.