Court : US Supreme Court
..... ) (landis and the other drafters "determined to take as the base of [their] work the english companies act"); see also sec v. ralston purina co., 346 u. s. 119 , 123 (1953) (characterizing the companies act as a "statutory anteceden[t]" of federal securities laws). the companies act defined "prospectus" as "any prospectus, notice, circular, advertisement, or other invitation, offering to the public for subscription or purchase any shares ..... , the specific context of 10 requires a correspondingly specific reading of "prospectus." indeed, in the investment company act of 1940, congress explicitly recognized that the securities act uses "prospectus" in two different senses-one in 10, and another in the rest of the act: 599 " 'prospectus,' as used in [ 22 of the investment company act], means a written prospectus intended to meet the requirements of section 10(a) of the ..... lack of any explicit reference to the creation of liability for private transactions. justice ginsburg argues that the omission from the 1933 act of the phrase "offering to the public" that appeared in the definition of "prospectus" in the british companies act of 1929 suggests that the drafters of the american bill intended to expand its coverage. see post, at 599-600 (dissenting opinion .....Tag this Judgment!
Court : Supreme Court of India
Reported in : (2013)1SCC1
..... circulation of an information memorandum and a rhp under section 60b(1) and 60b(2). section 60b(3) places all these documents on par with a prospectus. evidently therefore these provisions in the companies act imply that section 55 and 56 of the same apply in toto. parliament, in its wisdom, under section 55a, has decided that sebi should administer sections ..... .20. according to sebi (ftm) since the offer was made to the public, as per the mandate of section 73(1) of the companies act, it was obligatory for the companies issuing shares/debentures through a prospectus, to compulsorily seek approval for listing in a recognized stock exchange. it was, therefore, sought to be concluded, that non-compliance of the mandatory ..... doubt, that an information memorandum and an rhp are to carry the same obligations as are applicable in the case of a prospectus under the companies act. accordingly, the position adopted by the sebi was, that the appellant- companies having circulated an information memorandum and having expressly issued their respective rhps, must be deemed to have accepted the obligation imposed by ..... section 81(1a) was, accordingly rejected.18. the sebi (ftm) also examined the issue with reference to section 2(36) of the companies act, which defines the term prospectus to mean any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting, deposits from the public or inviting offers from the public for the .....Tag this Judgment!
Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT
..... they cannot be summoned to stand trial for offences under indian penal code. demolishing this contention the supreme court held that: " it is true that companies act contains provisions regarding the issuance of prospectus, applications for shares and allotment thereof and provides different checks over the misuse of the funds collected from the public for issuance of shares or debentures. ..... applicants in the context of refusal of permission for listing by bse. he submitted that in terms of section 73 (1a) of the companies act, permission of each of the stock exchanges mentioned in the prospectus is required to be obtained and failure to get such approval would result in the issue becoming void, necessitating refund of money collected against ..... each such stock exchange in terms of section 73 of the companies act.27. it cannot be gainsaid that the prospectus of the company is an important document provided for, under the statute. section 2(36) of the companies act defines "prospectus" as follows: " 2(36) "prospectus" means any document described or used as a prospectus and includes any notice, circular, advertisement or other document inviting ..... public for the subscription or purchase of any shares in, or debentures of, a body composite" 28. format of the prospectus has been designed in the statute itself and furnished in schedule 11 to the companies act thereby providing for disclosure of all the relevant materials to enlighten the public to make an informed decision to invest or not .....Tag this Judgment!
Court : Allahabad
Reported in : AIR1950All508
..... and there is no evidence that they formed a material term in the contract.12. the learned special judge has taken notice of certain non-disclosures in the prospectus. under section 93, companies act a prospectus must state the number of shares fixed by the articles as the qualification of a director, the names and addresses of the vendors of any property purchased ..... or acquired by the company, and the debts of, and parties to, every material contract. the prospectus does not contain this information. but there is no penalty prescribed in the act for non ..... which different persons may interprets differently. in the latter case no prudent person would act upon his own construction without some inquiry. in construing a prospectus, the preliminary character of the document must always be taken into consideration. every one knows that it is intended to usher a company into existence, and not to describe its actual formation; no one is surprised ..... :'after the elaborate examination of this first part of the prospectus in the argument before me, its meaning cannot be regarded as so entirely free from doubt, that a person has a right, without inquiry, and acting entirely upon his own views of its proper construction, to purchase shares in the company, and then complain that he has been deceived. because, if .....Tag this Judgment!
Court : Chennai
Reported in : AIR1944Mad431
..... issue of the prospectus... shall be liable to pay compensation to all persons who subscribe for ..... or debentures of a company, every person who is a director of the company at the time of the ..... mutually satisfactory. what was asserted in the prospectus was that there was an unconditional promise made by the cochin government to encourage the company by giving a steady and continuous supply of timber extracted from the state forests which are required for the purpose of the company.4. according to section 100, companies act:where a prospectus invites persons to subscribe for shares in ..... any shares or debentures on the faith of the prospectus for all loss or .....Tag this Judgment!
Court : Monopolies and Restrictive Trade Practices Commission MRTPC
Reported in : (1990)68CompCas89NULL
..... is manipulation of prices ; (3) whether it imposes unjustified costs or restrictions on the consumer, i.e., the allottee-subscriber.80. under sections 44(2) and 56 of the companies act, the prospectus to be filed with the registrar is required to state, inter alia, the amount payable on application and allotment on each share.81. in clause (b) of item 8 under ..... allotted to an amount not less on the whole than the minimum subscription. the public issue can be listed at the stock exchange and section 73 of the companies act provides that where a prospectus states that an application has been or will be made for permission for the shares or debentures offered thereby to be dealt in one or more recognised stock ..... the hands of the allottee "goods" within the meaning of clause (e) of section 2 of the monopolies and restrictive trade practices act. section 149 of the companies act provides that where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, it cannot commence business or exercise any borrowing powers unless shares held subject to the ..... part i of schedule 2 to the companies act, one of the particulars required to be mentioned in the prospectus is : "(b) the price to be paid for shares or debentures subscribed for under the options or right." 82. normally, what is understood by "subscription .....Tag this Judgment!
Court : Income Tax Appellate Tribunal ITAT Mumbai
Reported in : (2004)82TTJ(Mum.)106
..... to promote the product advertisement, which is generally termed as publicity stunt. further, the advertisement brochure is not a "sworn affidavit" like a prospectus/issued under companies act for inviting applications for shares. therefore, the submission of the assessee that the case law relied by the ld ao i.e. decision ..... writing off loss, the copy of which is placed at 99 of paper book ii.further, it is submitted as per schedule vi of companies act, 1956, the item no. 1 and 2 of mao caro report are report on audit of fixed assets and item no. 3 to ..... actual subscribers. we are also in agreement with the learned counsel that in modern competitive market specifically in the field in which the appellant-company is working, such things, are common. the assertion of the ao that substandard and immoral business practices cannot be taken judicial notice has ..... "as regards the difference between number of paid subscribers as per audited balance sheet and as published in the advertisement brochure of the assessee-company, we submit that the paid subscribers are correctly accounted in the balance sheet while advertisement brochure reflect the connectivity/subscribers at 5 times taking ..... between the number of subscribers disclosed in the annual audited accounts and the number of subscribers disclosed in the advertisement brochure issued by the company itself was very large, the ao asked the assessee to furnish factual justification for the said discrepancy and was also asked to show cause .....Tag this Judgment!
Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT
Reported in : (2003)4CompLJ361SAT
..... on the basis of the facts in the possession of the respondent, it came to the conclusion that the appellants violated the provisions of the companies act, sebi guidelines and the terms and conditions of the prospectus and in that context the appellants were asked to show cause as to why directions under section 11b should not be issued against them. the ..... clearly stated and these conclusions relate to contravention of the provisions of the companies act, sebi guidelines and the terms and conditions of the prospectus. the respondent no. 1 has accepted the conclusions recorded in the show cause notice as could be seen in the order. the respondent no. ..... minimum subscription. thus, gml appears to have contravened the provisions of section 69 of the companies act, 1956. sebi guidelines on disclosure and investor protection (june 18 1992) and also the terms and conditions of the prospectus for the issue. 2. section 73 (3a) of the companies act specifies that the public issue proceeds standing to the credit of a separate bank account ..... thus confined to the alleged violation of section 69, 73(3a) and section 77 of the companies act and violation of the provisions of the sebi guidelines on disclosure and investor protection and also the terms and conditions of the prospectus issued by the appellant company. in the show cause notice, the conclusion arrived at by the respondent after investigations has been .....Tag this Judgment!
Court : Delhi
Reported in : 152CompCas264(Delhi); 94SCL162(Delhi)
..... v. roc vide order dated 05.05.2009 where the complaint filed under section 628 of companies act, 1956 by roc was quashed.7. it is submitted that the punishment for making a mis-statement in a prospectus is punishable under section 63 of the companies act which provides punishment of two years. the said section for the sake of reference is ..... 07.05.2002)). the roc/respondent has filed the said complaint under section 63 and 628 of companies act, 1956 alleging mis-statement/wrong statement in prospectus dated 18.04.1995 (of m/s cilson finance and investment ltd.) against its directors/signatories. the prospectus was for public issue of 10,00,000 equity shares of rs. 10/- each. this has ..... reproduced hereunder:63. criminal liability for misstatements in prospectus:-(1) where a prospectus issued after the commencement of this act includes any untrue statement, every person who authorised the ..... issue of the prospectus shall be punishable with imprisonment for a .....Tag this Judgment!
Court : Supreme Court of India
Reported in : AIR1991SC140; 72CompCas651(SC); (1991)2CompLJ1(SC); JT1991(2)SC218; 1991(1)SCALE675; (1991)3SCC153; 2SCR329
..... september, 1989 cannot be construed as authorising idbi or l & t to redraw the consent or to override the special resolution or the prospectus for that would be completely violative of the provisions of the companies act, capital issues control act and the rules made thereunder.82. mr. asoke sen, learned sr. advocate appearing on behalf of k.b.j. tilak opposed the interim ..... by the hon'ble high court at madras was vacated and/or modified suitably.53. it appears that section 55 of the companies act, 1956 enjoins that:the prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the ..... that the contract to purchase shares or debentures is concluded by allotment of shares issued under the prospectus and section 72 of the companies act makes it clear that allotment can only be made after the prospectus is issued. the company is bound by the special resolution, the prospectus and the consent of the controller of capital issues. the power to pass a consent order is ..... prospectus.54. under section 61 of the companies act it is specifically provided that:a company shall not, at any time, vary the terms of a contract referred to in the prospectus or statement in lieu of prospectus, except subject to the approval of, or except on authority, given by, the .....Tag this Judgment!