SPCC 4 Marks Each

mentioned in the prospectus must be correct and real. In addition to this the company should also mention the information about possible risk of the investors.
2. Importance of Prospectus:
(1) Useful information for prospectus : Prospectus provides information about the name of the company, kind of share capital, authorized share capital, Issued share capital, working area of company, future plans of the company etc. which is useful to the investors to make decision regarding investing in the company.
1. Introduction: Prospectus is an important document for public because relying upon this document the investor decides to invest in the company. For this reason all the information (2) Information of main officers : Prospectus includes the information about the names and addresses of all directors, Managing directors and the amount of guarantee to purchase qualification share which creates trust among investors.
(3) Purpose of document : The purpose of this document is to provide information to the public. If it contains misleading information or misrepresentation then it is considered as Breach of trust on investors. Special provisions are kept in the Companies Act to prevent false or misleading statement in the prospectus.
(4) ResponsIbility of officers : Sometimes investors are misguided by the false information presented in the prospectus and it causes loss to them. To prevent this situation there is a provision in Companies act that the officers who have given such false, misleading statement or information in the prospectus of a company are held liable. (5) Present true financial situation: Prospectus presents true financial position of the company. By referring this document, investors get the idea of reality of the company. Investors inspired to purchase shares of the company on the basis of its Economic solvency.
(6) Information of possible risks : In the prospectus there is a mention about the possible risks of a project of a company. As a resultant effect investor can take appropriate decision. Therefore it is said that prospectus should be unambiguous and clear as well as transparent like water.
3. Conclusion: Prospectus is issued after the establishment of the company to collect share capital but it also included information about the contract done prior to establishment. This information is also useful for the investors to take decision on investment.

1. Introduction : A public company as to g thr6iih the process of issuing prospectus to collect share capital from public. It involves the risk of noLreiving the amount of Minimum Subscription. Thus, to prevent company from this risk it has to make underwriting contract with underwriter broker and pay underwriting commission on it. Sometimes this becomes complicated and burdensome to the promoters. Even all this procedure involves more expenditure of issuing prospectus, commission charges, experts service charges. Legal charges etc. To avoid all such lengthy procedure and expenditure the company Act has provided the provision of private placement for filling up its subscription.
2. Meaning of Private Placement : Public company invites public at large to purchase its securities by publishing prospectus. But instead of inviting public for purchasing securities through prospectus, such company may make private placement for the Guarantee.
Meaning : As per Companies Act private placement means company makes an offer to allot securities to definite group of person to purchase securities.
Maximum 50 persons or such member of persons as fixed by the SEBI can be invited for the Minimum Subscription over and above institutional purchasers and employees qualified under the Employees stock option scheme.
3. Provisions of the Companies Act for Private Placement:
(1) Amount can be paid through bank transactions : The amount regarding private placement can be paid through a cheque or draft or by Bank transactions. Payment can not be done in cash.
(2) Time limit for allotment of Subscription : The allotment of such subscription should be made within 60 days.
(3) Refund of amount: If the directors do not make such allotment within 60 days the applicants should be refunded the amount within 15 days after the expiry of 60 days.
(4) Payment of interest: On failure to make payment within 15 days after expiry of 60 days, the interest of 12% per annum is to be paid by the company from the date of expiry of 60 days till the date of refund.
(5) Deposite in the Account of Schedule Bank : The amount received in such type should be kept in a separate account of a Schedule Bank.
(6) Regarding name of Intimation : Only such persons will be given the intimation for the private placement whose names are registered by the company before giving invitation for subscription. Such persons will be intimated for Subscription by name.
(7) Registering with the company registrar : The records regarding such information will be maintained as decided and after passing resolution regarding concerned private placement. The complete detail about it shall be presented before the Registrar within 30 days.
(8) Regarding no advertisement : The companies resolving to have private placement in such a manner shall not be entitled to make any advertisement for providing information to public about such resolution.
(9) Presenting information before the company registrar : When company allots subscription in this manner the name, addresses, number of--allotted subscription and all other information about the indemnity holders are required to be presented before the Registrar of Companies.
4. Conclusion: Private placements offer small businesses a number of-advantages over IPOs since private placement do not require the assistance of brokers or under writers. They are considerably less expensive and time consuming. In addition, private placements may be the only source of capital available to risky ventures or start-u5 firms.

1. Introduction: No company can issue prospectus as per its wish. In reality, investors take decision on the investment relying upon the deai1s mentioned in the prospectus. Thus, to protect interest of investors, there are some provisions in the Companies Act regarding issuance of the prospectus. It is necessary for every company to issue theirrospectus in a manner that it does not violate these provisions.
2. Provisions of the Companies Act for the issuance of prospectus : Following are the main provisions regarding the issuance of the prospectus:
(1) Registration : Unless all the provisions pertaining to the registration of the prospectus are complied with the Registrar of Companies will not make registration of the prospectus.
(2) Date : The date which is written in the prospectus will be considered as the date of publication of the prospectus.
(3) Publishing prospectus : No person shall be allowed to publish prospectus on behalf of the company before presenting it to the Registrar of companies.
(4) Signature : Each person whose name is shown in the prospectus must put his signature prior to making registration before the Registrar.
(5) Information Statement : If Registrar needs details regarding any information stated in the prospectus. He should be provided such information in an information statemerh.
(6) Written Consent : Written consent of each person shown in the prospectus is required to be attached.
(7) Statement of the Expert : The statement of the Expert person shown in the prospectus is to be taken as well as his written declaration to the effect that he has no interest in the company.
(8) Printed copy : Printed copy of the prospectus is required to be given to the Registrar.
(9) Days of publishing : Prospectus has to be published within 90 days from the date of its registration. If it is published after 90 days, it is declared illegal.
(10) Statement of Compliance with provision of Law : Before registration of prospectus a statement is to be given before the Registrar of Companies stating there in that the provision of the Companies Act are complied with and there is no breach of the security contract Regulation Act and provisions of the SEBI Act.
(11) Mini prospectus : No application form can be published without Mini prospectus for securities purchase of a company.
3. Conclusion: For issuing prospectus, the promoters must have to comply with Companies Act 2013, security contract Regulation Act and provisions of the SEBI Act.

1. Introduction : A public company as to g thr6iih the process of issuing prospectus to collect share capital from public. It involves the risk of noLreiving the amount of Minimum Subscription. Thus, to prevent company from this risk it has to make underwriting contract with underwriter broker and pay underwriting commission on it. Sometimes this becomes complicated and burdensome to the promoters. Even all this procedure involves more expenditure of issuing prospectus, commission charges, experts service charges. Legal charges etc. To avoid all such lengthy procedure and expenditure the company Act has provided the provision of private placement for filling up its subscription.
2. Meaning of Private Placement : Public company invites public at large to purchase its securities by publishing prospectus. But instead of inviting public for purchasing securities through prospectus, such company may make private placement for the Guarantee.
Meaning : As per Companies Act private placement means company makes an offer to allot securities to definite group of person to purchase securities.
Maximum 50 persons or such member of persons as fixed by the SEBI can be invited for the Minimum Subscription over and above institutional purchasers and employees qualified under the Employees stock option scheme.
3. Provisions of the Companies Act for Private Placement:
(1) Amount can be paid through bank transactions : The amount regarding private placement can be paid through a cheque or draft or by Bank transactions. Payment can not be done in cash.
(2) Time limit for allotment of Subscription : The allotment of such subscription should be made within 60 days.
(3) Refund of amount: If the directors do not make such allotment within 60 days the applicants should be refunded the amount within 15 days after the expiry of 60 days.
(4) Payment of interest: On failure to make payment within 15 days after expiry of 60 days, the interest of 12% per annum is to be paid by the company from the date of expiry of 60 days till the date of refund.
(5) Deposite in the Account of Schedule Bank : The amount received in such type should be kept in a separate account of a Schedule Bank.
(6) Regarding name of Intimation : Only such persons will be given the intimation for the private placement whose names are registered by the company before giving invitation for subscription. Such persons will be intimated for Subscription by name.
(7) Registering with the company registrar : The records regarding such information will be maintained as decided and after passing resolution regarding concerned private placement. The complete detail about it shall be presented before the Registrar within 30 days.
(8) Regarding no advertisement : The companies resolving to have private placement in such a manner shall not be entitled to make any advertisement for providing information to public about such resolution.
(9) Presenting information before the company registrar : When company allots subscription in this manner the name, addresses, number of--allotted subscription and all other information about the indemnity holders are required to be presented before the Registrar of Companies.
4. Conclusion: Private placements offer small businesses a number of-advantages over IPOs since private placement do not require the assistance of brokers or under writers. They are considerably less expensive and time consuming. In addition, private placements may be the only source of capital available to risky ventures or start-u5 firms.

1. Introduction : A public company as to g thr6iih the process of issuing prospectus to collect share capital from public. It involves the risk of noLreiving the amount of Minimum Subscription. Thus, to prevent company from this risk it has to make underwriting contract with underwriter broker and pay underwriting commission on it. Sometimes this becomes complicated and burdensome to the promoters. Even all this procedure involves more expenditure of issuing prospectus, commission charges, experts service charges. Legal charges etc. To avoid all such lengthy procedure and expenditure the company Act has provided the provision of private placement for filling up its subscription.
2. Meaning of Private Placement : Public company invites public at large to purchase its securities by publishing prospectus. But instead of inviting public for purchasing securities through prospectus, such company may make private placement for the Guarantee.
Meaning : As per Companies Act private placement means company makes an offer to allot securities to definite group of person to purchase securities.
Maximum 50 persons or such member of persons as fixed by the SEBI can be invited for the Minimum Subscription over and above institutional purchasers and employees qualified under the Employees stock option scheme.
3. Provisions of the Companies Act for Private Placement:
(1) Amount can be paid through bank transactions : The amount regarding private placement can be paid through a cheque or draft or by Bank transactions. Payment can not be done in cash.
(2) Time limit for allotment of Subscription : The allotment of such subscription should be made within 60 days.
(3) Refund of amount: If the directors do not make such allotment within 60 days the applicants should be refunded the amount within 15 days after the expiry of 60 days.
(4) Payment of interest: On failure to make payment within 15 days after expiry of 60 days, the interest of 12% per annum is to be paid by the company from the date of expiry of 60 days till the date of refund.
(5) Deposite in the Account of Schedule Bank : The amount received in such type should be kept in a separate account of a Schedule Bank.
(6) Regarding name of Intimation : Only such persons will be given the intimation for the private placement whose names are registered by the company before giving invitation for subscription. Such persons will be intimated for Subscription by name.
(7) Registering with the company registrar : The records regarding such information will be maintained as decided and after passing resolution regarding concerned private placement. The complete detail about it shall be presented before the Registrar within 30 days.
(8) Regarding no advertisement : The companies resolving to have private placement in such a manner shall not be entitled to make any advertisement for providing information to public about such resolution.
(9) Presenting information before the company registrar : When company allots subscription in this manner the name, addresses, number of--allotted subscription and all other information about the indemnity holders are required to be presented before the Registrar of Companies.
4. Conclusion: Private placements offer small businesses a number of-advantages over IPOs since private placement do not require the assistance of brokers or under writers. They are considerably less expensive and time consuming. In addition, private placements may be the only source of capital available to risky ventures or start-u5 firms.

1. Introduction: Public company collects its share capital by inviting public at large by issuing prospectus. As per the Companies Act 2013, A company can not get the certificate of commencement of business. If the amount of minimum Subscription is not received within 30 days from the date of issuing prospectus. As a result all the efforts and the hard work done by the promoters gets fail. In order to avoid such uncertainty the promoters enters in to share underwriting contract.
2. Meaning of share underwriting contract : Share underwriting contract is such contract whereby the brokers in consideration of the commission give guarantee the company to the effect that in case the securities issued for the public at large are not fully purchased by the public they would make payment thereof . The person who gives this type of guarantee is called under writer broker. The amount to be paid to the underwriter Brokers for the shares purchased is called underwriting commission.
3. Advantages of Share underwriting contract : Following are the advantages of share underwriting contract:
(1) Removes uncertainty : After having entered in to underwriting contract there is no uncertainty among the promoters of the company to get the amount of Minimum Subscription.
(2) Appropriate advice The under writer Brokers being experts of share market give appropriate advice to the company. This leads to increase in the confidence of investors.
(3) Safety of Investor’s money: Before taking liability the underwriter Brokers make necessary investigation about the condition and future of the company and thereafter enter in to underwriter contract. Therefore the investors are confident about the safety of their money.
(4) Advantage of goodwill of underwriter Brokers : When the company makes underwriting contract with reputed underwriter Brokers. Company receives benefit of their reputation. Investors are attracted to invest their money reading the names of reputed underwriter brokers in the prospectus.
(5) Reduce advertisement expenditure : If the company does not enter in to the contract of share underwriting, it will have to give more advertisement in the Newspapers and television which is very costly, As the share underwriter takes the responsibility as per the contract, there is less expenditure for advertisement.
4. Conclusion : Underwriting contract is very effective tool for the newly established company. To avoid the risk of commencement of business, it gives surety of Minimum Subscription which leads to increase confidence in investors. Thus, r&an say that the amount paid as underwriting commission reduce the chance of failure to the promoters.

1. Introduction: Public company collects its share capital by inviting public at large by issuing prospectus. As per the Companies Act 2013, A company can not get the certificate of commencement of business. If the amount of minimum Subscription is not received within 30 days from the date of issuing prospectus. As a result all the efforts and the hard work done by the promoters gets fail. In order to avoid such uncertainty the promoters enters in to share underwriting contract.
2. Meaning of share underwriting contract : Share underwriting contract is such contract whereby the brokers in consideration of the commission give guarantee the company to the effect that in case the securities issued for the public at large are not fully purchased by the public they would make payment thereof . The person who gives this type of guarantee is called under writer broker. The amount to be paid to the underwriter Brokers for the shares purchased is called underwriting commission.
3. Advantages of Share underwriting contract : Following are the advantages of share underwriting contract:
(1) Removes uncertainty : After having entered in to underwriting contract there is no uncertainty among the promoters of the company to get the amount of Minimum Subscription.
(2) Appropriate advice The under writer Brokers being experts of share market give appropriate advice to the company. This leads to increase in the confidence of investors.
(3) Safety of Investor’s money: Before taking liability the underwriter Brokers make necessary investigation about the condition and future of the company and thereafter enter in to underwriter contract. Therefore the investors are confident about the safety of their money.
(4) Advantage of goodwill of underwriter Brokers : When the company makes underwriting contract with reputed underwriter Brokers. Company receives benefit of their reputation. Investors are attracted to invest their money reading the names of reputed underwriter brokers in the prospectus.
(5) Reduce advertisement expenditure : If the company does not enter in to the contract of share underwriting, it will have to give more advertisement in the Newspapers and television which is very costly, As the share underwriter takes the responsibility as per the contract, there is less expenditure for advertisement.
4. Conclusion : Underwriting contract is very effective tool for the newly established company. To avoid the risk of commencement of business, it gives surety of Minimum Subscription which leads to increase confidence in investors. Thus, r&an say that the amount paid as underwriting commission reduce the chance of failure to the promoters.

1. Introduction: Public company collects its share capital by inviting public at large by issuing prospectus. As per the Companies Act 2013, A company can not get the certificate of commencement of business. If the amount of minimum Subscription is not received within 30 days from the date of issuing prospectus. As a result all the efforts and the hard work done by the promoters gets fail. In order to avoid such uncertainty the promoters enters in to share underwriting contract.
2. Meaning of share underwriting contract : Share underwriting contract is such contract whereby the brokers in consideration of the commission give guarantee the company to the effect that in case the securities issued for the public at large are not fully purchased by the public they would make payment thereof . The person who gives this type of guarantee is called under writer broker. The amount to be paid to the underwriter Brokers for the shares purchased is called underwriting commission.
3. Advantages of Share underwriting contract : Following are the advantages of share underwriting contract:
(1) Removes uncertainty : After having entered in to underwriting contract there is no uncertainty among the promoters of the company to get the amount of Minimum Subscription.
(2) Appropriate advice The under writer Brokers being experts of share market give appropriate advice to the company. This leads to increase in the confidence of investors.
(3) Safety of Investor’s money: Before taking liability the underwriter Brokers make necessary investigation about the condition and future of the company and thereafter enter in to underwriter contract. Therefore the investors are confident about the safety of their money.
(4) Advantage of goodwill of underwriter Brokers : When the company makes underwriting contract with reputed underwriter Brokers. Company receives benefit of their reputation. Investors are attracted to invest their money reading the names of reputed underwriter brokers in the prospectus.
(5) Reduce advertisement expenditure : If the company does not enter in to the contract of share underwriting, it will have to give more advertisement in the Newspapers and television which is very costly, As the share underwriter takes the responsibility as per the contract, there is less expenditure for advertisement.
4. Conclusion : Underwriting contract is very effective tool for the newly established company. To avoid the risk of commencement of business, it gives surety of Minimum Subscription which leads to increase confidence in investors. Thus, r&an say that the amount paid as underwriting commission reduce the chance of failure to the promoters.

1. Meaning : Public company invites public for the subscription of shares through prospectus. Progressive and favoured companies get overflowing subscription wheie as some of the companies are uncertain about the mimimum subscription. In this situation company can not start its business. Thus, it is necessary for a company to have minimum amount of subscription for starting the business.
2. Meaning of Minimum Subscription : The amount of Minimum subscription to be obtained by each company is not mentioned in the Companies Act. Thus, the directors and other experts decide the amount of Minimum Subscription by sitting together.
Meaning : The minimum amount of share purchase required in order to start proper business as per its wish is called Minimum Subscription.
3. Legal provisions for the Minimum Subscription:
(1) As per the Companies Act 2013, the amount of minimum subscription should be received within 30 days from the date of issuing prospectus.
(2) If the amount of Minimum Subscription is not received within the stipulated time or the time limit prescribed by the SEBI, then such amount is required to be returned as per the directons of SEBI.
(3) In case of failure to get Minimum Subscription if the amount is not returned to the applicants as per the directions of SEBI, then the concerned officers are liable to pay fine.
(4) A company can not allot shares if Minimum Subscription is not received.
4. Importance of Minimum Subscription:
(1) For securing interest of Investor : In order to secure the interest of the investors the provisions of Minimum Subscription is made in the Companies Act.
(2) For distribution of Securities : A company can distribute its securities only when the amount of minimum subscription is received.
(3) Save the investors from the loss : Some dishonest or inexperienced directors establish a company with insufficient capital. As a resultant effect business can not run in a systematic manner and the investors have to lose their invested money.
(4) Guidelines of SEBI : To receive minimum amount on share time limit is prescribed by the SEBI and if a company is not able to received minimum Subscription in that particular time limit then such amount is required to be returned as per the directions of the SEBI.
(5) Liability of officers in case of violation of Law: The concerned officers are liable to pay fine on violation of provisions of Companies Act. So, the investors feel safety of their money.
(6) Registered with company Registrar : The hares allotted to the investors are registered with the registrar of Companies. So the problemof fack allotment does not arise.
(7) Increase the trust of investors : Minimum Subscription makes sure that the company is going to establish. Thus, investors feel trust to invest their money in the company.
5. Conclusion : The Security Exchange Board of India (SEBI) keeps an eye on the investment proceedings of the Companies and it secures the interest of the investors by the provision of Minimum Subscription.

1. Meaning : Public company invites public for the subscription of shares through prospectus. Progressive and favoured companies get overflowing subscription wheie as some of the companies are uncertain about the mimimum subscription. In this situation company can not start its business. Thus, it is necessary for a company to have minimum amount of subscription for starting the business.
2. Meaning of Minimum Subscription : The amount of Minimum subscription to be obtained by each company is not mentioned in the Companies Act. Thus, the directors and other experts decide the amount of Minimum Subscription by sitting together.
Meaning : The minimum amount of share purchase required in order to start proper business as per its wish is called Minimum Subscription.
3. Legal provisions for the Minimum Subscription:
(1) As per the Companies Act 2013, the amount of minimum subscription should be received within 30 days from the date of issuing prospectus.
(2) If the amount of Minimum Subscription is not received within the stipulated time or the time limit prescribed by the SEBI, then such amount is required to be returned as per the directons of SEBI.
(3) In case of failure to get Minimum Subscription if the amount is not returned to the applicants as per the directions of SEBI, then the concerned officers are liable to pay fine.
(4) A company can not allot shares if Minimum Subscription is not received.
4. Importance of Minimum Subscription:
(1) For securing interest of Investor : In order to secure the interest of the investors the provisions of Minimum Subscription is made in the Companies Act.
(2) For distribution of Securities : A company can distribute its securities only when the amount of minimum subscription is received.
(3) Save the investors from the loss : Some dishonest or inexperienced directors establish a company with insufficient capital. As a resultant effect business can not run in a systematic manner and the investors have to lose their invested money.
(4) Guidelines of SEBI : To receive minimum amount on share time limit is prescribed by the SEBI and if a company is not able to received minimum Subscription in that particular time limit then such amount is required to be returned as per the directions of the SEBI.
(5) Liability of officers in case of violation of Law: The concerned officers are liable to pay fine on violation of provisions of Companies Act. So, the investors feel safety of their money.
(6) Registered with company Registrar : The hares allotted to the investors are registered with the registrar of Companies. So the problemof fack allotment does not arise.
(7) Increase the trust of investors : Minimum Subscription makes sure that the company is going to establish. Thus, investors feel trust to invest their money in the company.
5. Conclusion : The Security Exchange Board of India (SEBI) keeps an eye on the investment proceedings of the Companies and it secures the interest of the investors by the provision of Minimum Subscription.

1. Meaning : Public company invites public for the subscription of shares through prospectus. Progressive and favoured companies get overflowing subscription wheie as some of the companies are uncertain about the mimimum subscription. In this situation company can not start its business. Thus, it is necessary for a company to have minimum amount of subscription for starting the business.
2. Meaning of Minimum Subscription : The amount of Minimum subscription to be obtained by each company is not mentioned in the Companies Act. Thus, the directors and other experts decide the amount of Minimum Subscription by sitting together.
Meaning : The minimum amount of share purchase required in order to start proper business as per its wish is called Minimum Subscription.
3. Legal provisions for the Minimum Subscription:
(1) As per the Companies Act 2013, the amount of minimum subscription should be received within 30 days from the date of issuing prospectus.
(2) If the amount of Minimum Subscription is not received within the stipulated time or the time limit prescribed by the SEBI, then such amount is required to be returned as per the directons of SEBI.
(3) In case of failure to get Minimum Subscription if the amount is not returned to the applicants as per the directions of SEBI, then the concerned officers are liable to pay fine.
(4) A company can not allot shares if Minimum Subscription is not received.
4. Importance of Minimum Subscription:
(1) For securing interest of Investor : In order to secure the interest of the investors the provisions of Minimum Subscription is made in the Companies Act.
(2) For distribution of Securities : A company can distribute its securities only when the amount of minimum subscription is received.
(3) Save the investors from the loss : Some dishonest or inexperienced directors establish a company with insufficient capital. As a resultant effect business can not run in a systematic manner and the investors have to lose their invested money.
(4) Guidelines of SEBI : To receive minimum amount on share time limit is prescribed by the SEBI and if a company is not able to received minimum Subscription in that particular time limit then such amount is required to be returned as per the directions of the SEBI.
(5) Liability of officers in case of violation of Law: The concerned officers are liable to pay fine on violation of provisions of Companies Act. So, the investors feel safety of their money.
(6) Registered with company Registrar : The hares allotted to the investors are registered with the registrar of Companies. So the problemof fack allotment does not arise.
(7) Increase the trust of investors : Minimum Subscription makes sure that the company is going to establish. Thus, investors feel trust to invest their money in the company.
5. Conclusion : The Security Exchange Board of India (SEBI) keeps an eye on the investment proceedings of the Companies and it secures the interest of the investors by the provision of Minimum Subscription.

1. Introduction : Secretary has to play very important role in preparation of prospectus to make prospectus cleared, transparent and attractive to investors in the real sense. Secretary can take help of various officers, legal advisors and services of Experts. Even though A secretary has to perform certain duties as responsible officer while pièparing prospectus.
2. Duties of Secretary regarding prospectus : Folloviiig are the duties of secretary:
(1) Remain in contact with committee : The secretary has to arrange the meeting of committee regularly which is assigned by directors to prepare the prospectus, he has to prepare the minutes of such meeting and provides all administrative help to the committee.
(2) Remain in contact with solicitor If the work of preparing prospectus is assigned to solicitor then the secretary should provide all help by remaining in contact with them.
(3) Call meeting of the Board of Directors : The secretary has to call meeting of Board of Directors after preparation of the draft of prospectus. For obtaining its approval and to provide all information about the provisions of the Companies Act.
(4) To get the prospectus printed : As per the Company Act the secretary has to send a draft of prospectus to get printed after the approval by the Board of directors in the meeting and has to send a copy thereof to the Registrar of Companies for Registration.
(5) Verification before Registration : Before registration of prospectus to the Registrar the secretary has to (i) Verify whether date is written or not in the prospectus and (ii) Verify whether all the information and reports are included as per the Companies Act or not.
(6) Send a copy of prospectus to the Directors : The secretary has to send a copy of the prospectus to the Directors whose names are mentioned in the prospectus.
(7) Written consent of Experts : It is the duty of secretary to obtained the written consent of the experts whose names are printed in the prospectus.
(8) Written consent of other officers : The secretary has to obtained written consent of the persons whose names are mentioned as Auditor of company. Legal advisor, solicitor and Banker in the prospectus.
(9) Arrange application form along with Mini prospectus for print : As per the provision of Company Act the applications forms can not be published for shares and debentures. However with the Mini prospectus application form can be attached. Therefore secretary has to make arrangement to print application form along with mini prospectus.
(10) Arrangement with Guarantee Brokers : It is a duty of a secretary to make arrangement for dispatching the Mini prospectus and application form to the Guarantee Brokers with whom the arrangement is made.
(11) Open separate account in Schedule Bank The secretary has to make arrangement to open a separate bank account to deposite the amount of the shares received with application. Generally share applicants have to deposite the amount in the bank which is mentioned in the Application form.
(12) Advertisement in the Newspapers : The secretary has to make arrangement to give proper advertisement in various newspapers for opening of subscription of shares.
(13) Duty regarding register the shares : The secretary has to make arrangement of registering the issued shares of the company in the share market.
(14) Publishing prospectus in stipulated time : As” per th Company Act a prospectus should be published within 90 days of Registration with Registrar. The secretary has to do such arrangement within stipulated time.
3. Conclusion : Secretary has to perform his duty after considering all the above mentioned matters while issuing prospectus. In performing his duty to avoid mistakes a secretary takes services of legal advisors, solicitors and experts.

Criminal liability : To give deliberate misrepresentation in the prospectus and cause financial loss is considered as criminal offence. In this type of liability the officers of the company can be punished with imprisonment or fine or both. The very purpose of making misleading statement is to fraudulently tempt to invest or attempt to tempt the person to invest in a company. For such incidents strict provisions for punishment are made under law.
(A) Liability of other offences regarding information of the prospectus:
(1) If the prospectus is not of the legal character or the necessary information are not provided there in, the Director or authorized person can be held responsible.
(2) Prospectus can be published only after getting it registered before the Registrar. There should be date and signature of authorized persons in the prospectus. If the above formalities are not complied with the person responsible for the publication of prospectus may be punished with fine.
(3) If the provisions regarding the statements of experts are not complied with the person who has published the prospectus is liable for fine.

Civil liability : If any person who has invested in a company relying upon the published prospectus of a company sustains loss, he may initiate civil proceedings against the company for getting compensation for his loss and the company is liable to pay amount of damages to him. This is called civil liability. A person responsible for this fraudulent activity is liable to punishment. In short, civil liability means, responsibility to compensate the financial loss, due to misrepresentation in the prospectus. Following persons are responsible to compensate the same:
(i) The persons who were directors of the company at the time when prospectus was published.
(ii) The directors who have consented to put their names in the prospectus.
(iii) The promoters of the company.
(iv) The officer authorized by the company to publish the prospectus.
(v) Person whose name is mentioned for giving opinion as an expert in the prospectus.