law: Companies Act, 1956
  Sec 44    -    
  
  Prospectus or statement in lieu of prospectus to be filed by private company on
  
  ceasing to be private company. 
  (1) If a company, being a private company,
  
  alters its articles in such a manner that they no longer include the provisions
  
  which, under clause (iii) of sub-section (1) of section 3, are required to be
  
  included in the articles of a company in order to constitute it a private
  
  company, the company,
  (a) shall, as on the date of the alteration,
  
  cease to be a private company; and
  (b) shall, within a period of thirty days
  
  after the said date, file with the Registrar either a prospectus or a statement
  
  in lieu of prospectus, as specified in sub-section (2).
         
  
  (2)
  (a) Every prospectus filed under sub-section
  
  (1) shall state the matters specified in Part I of Schedule II and set out the
  
  reports specified in Part II of that Schedule, and the said Parts I and II
  
  shall have effect subject to the provisions contained in Part III of that
  
  Schedule.
  (b) Every statement in lieu of prospectus
  
  filed under sub-section (1) shall be in the form and contain the particulars
  
  set out in Part I of Schedule IV, and in the cases mentioned in Part II of that
  
  Schedule, shall set out the reports specified therein, and the said Parts I and
  
  II shall have effect subject to the provisions contained in Part III of that
  
  Schedule.
  (c) Where the persons making any such report
  
  as is referred to in clause (a) or (b) have made therein, or have, without
  
  giving the reasons indicated therein, any such adjustments as are mentioned in
  
  clause 32 of Schedule II or clause 5 of Schedule IV, as the case may be, the
  
  prospectus or statement in lieu of prospectus filed as aforesaid, shall have
  
  endorsed thereon or attached thereto, a written statement signed by those
  
  persons, setting out the adjustments and giving the reasons therefor.
  (3) If default is made in complying with
  
  sub-section (1) or (2), the company, and every officer of the company who is in
  
  default, shall be punishable with fine which may extend to five thousand rupees
  
  for every day during which the default continues.
  (4) Where any prospectus or statement in lieu
  
  of prospectus filed under this section includes any untrue statement, any
  
  person who authorized the filing of such prospectus or statement shall be
  
  punishable with imprisonment for a term which may extend to two years, or with
  
  fine which may extend to fifty thousand rupees, or with both, unless he proves
  
  either that the statement was immaterial or that he had reasonable ground to
  
  believe, and did up to the time of the filing of the prospectus or statement
  
  believe, that the statement was true.
  (5) For the purposes of this section :
  (a) a statement included in a prospectus or a
  
  statement in lieu of prospectus shall be deemed to be untrue if it is
  
  misleading in the form and context in which it is included; and
  (b) where the omission from a prospectus or a
  
  statement in lieu of prospectus of any matter is calculated to mislead, the
  
  prospectus or statement in lieu of prospectus shall be deemed, in respect of
  
  such omission, to be a prospectus or a statement in lieu of prospectus in which
  
  an untrue statement is included.
  (6) For the purposes of sub-section (4) and
  
  clause (a) of sub-section (5), the expression "included" when used
  
  with reference to a prospectus, or statement in lieu of prospectus, means
  
  included in the prospectus or statement in lieu of prospectus itself or
  
  contained in any report or memorandum appearing on the face thereof, or by
  
  reference incorporated therein.