law: Companies Act, 2013 
  34.
  
   Criminal
  
  liability for misstatements in prospectus.
  Where
  
  a prospectus, issued, circulated or distributed under this Chapter, includes
  
  any statement which is untrue or misleading in form or context in which it is
  
  included or where any inclusion or omission of any matter is likely to mislead,
  
  every person who authorizes the issue of such prospectus shall be liable under
  
  section 447:
  Provided
  
  that nothing in this section shall apply to a person if he proves that such
  
  statement or omission was immaterial or that he had reasonable grounds to
  
  believe, and did up to the time of issue of the prospectus believe, that the
  
  statement was true or the inclusion or omission was necessary.