Share capital of a company is all about financing for its operations. Company issues its share to raise capital. On allotted shares, company may receive all money against premium and face value of share in one go or in instalment. In present post, we will discuss; call on shares, unpaid share capital, dividend, share premium, shares at discount, sweet equity and preference shares.
Tag Archives: Public Offer
In recent posts, we discussed provisions of Chapter III of the Companies Act, 2013. This is time to discuss major penal provisions in this chapter.
CRIMINAL LIABILITY FOR MIS-STATEMENT IN PROSPECTUS (SECTION 34):
Where a prospectus, issued, circulated or distributed:
a) includes any statement which is untrue or misleading in form or context in which it is included; or
b) where any inclusion or omission of any matter is likely to mislead;
Every person who authorises the issue of such prospectus shall be liable under section 447 i.e. fraud.
In recent posts, we have discussed matters related to prospectus. In this post we will discuss, matters related to issue and allotment of securities following public offer.
SECURITIES IN DEMATERIALISED FORM (SECTION 29):
Under this section;
- Every company making public offer; and
- Such other class or classes of companies as may be prescribed
shall issue the securities only in the dematerialised form.
When any company issue its securities in dematerialised form, provisions of the Depositories Act, 1996 and regulations made under that Act shall be applicable.
There is no bar for any other company to issue its securities in any form. Any other company may convert its securities into dematerialised form.
On 30th August 2013 (Bhadrapada 8, 1935 Saka), Ministry of Law and Justice issued a notification regarding the Companies Act, 2013 immediately after it received assent of President of India. Only section 1 of the Act of 2013 came into effect from that day. Section 1 as usual deals with short title, Extent, commencement and application.
Earlier Act of 1956 was applicable to whole of India with some modification related to Indian State of Nagaland, but not applicable Indian state of Sikkim. Act of 2013 is applicable to whole of India including Sikkim and without any exception to any state. Sub – section 4 of Section 1 of Act of 2013 lists out some exception regarding particular classes of companies. However, Act of 2013 is not made effective to Sikkim as on 12th September 2013.
In our last blog post Prospectus (Companies Act 2013) , we discussed provisions related to prospectus. We will continue our study in this post.
ADVERTISEMENT OF PROSPECTUS (SECTION 30):
When a company issue an advertisement of prospectus, the advertisement shall specify contents of its memorandum; the objects, the liability of members, amount of share capital, name of signatories, and number of shares subscribed for by these signatories and its capital structure.
SHELF PROSPECTUS (SECTION 31):
Any class of company may file a shelf prospectus with the Registrar of Companies at the stage of first offer of securities.
In last post, public offer and private placement we have discussed public offer. In this post we will discuss Prospectus under Companies Act, 2013
Clause (70) of Section 2 of this Bill define “prospectus” means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate.
Section 26 deals with matters to be stated in prospectus.