(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;(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;(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;(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 therefor;(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—(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;(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;(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 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulations made thereunder; and(d)state such other matters and set out such other reports, as may be prescribed.
