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    Book - Company Law & Practices-189

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    shivanshvegipro

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    Book - Company Law & Practices-189

    Uploaded by

    shivanshvegipro
    1 views1 page

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    1 views1 page

    Book - Company Law & Practices-189

    Uploaded by

    shivanshvegipro

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 1

    Shares and Share Capital – Concepts LESSON 4

    The section lays that the members, whether individuals or bodies corporate or both, whose shares are proposed
    to be offered to the public, shall collectively authorize the company, whose share were offered for sale to the
    public, to take all actions in respect of offer of sale for and on their behalf and they shall reimburse the company
    all expenses incurred by it on this matter.

    The rules in this context provide that the provisions of Part I of Chapter III namely “Prospectus and Allotment of
    Securities “and rules made there under shall be applicable to an offer of sale referred to in section 28 except
    for the following, namely:-

    (a) the provisions relating to minimum subscription;

    (b) the provisions for minimum application value;

    (c) the provisions requiring any statement to be made by the Board of Directors in respect of the utilization
    of money; and

    (d) any other provision or information which cannot be compiled or gathered by the offer or, with detailed
    justifications for not being able to comply with such provisions.

    Further the rules provide that such offer document or prospectus issued under the section shall disclose the
    name of the entity bearing the cost of making the offer for sale along with reasons.

    Matters to be stated in the prospectus


    l Setting out the reports on financial information: According to Section 26(1), every Prospectus shall
    state such information and set out such reports on financial information as may be specified by the
    Securities and Exchange Board in consultation with the Central Government:

    Provided that until the Securities and Exchange Board specifies the information and reports on financial
    information under this sub-section, the regulations made by the Securities and Exchange Board under
    the Securities and Exchange Board of India Act, 1992, in respect of such financial information or reports
    on financial information shall apply.

    l Declaration about the compliance of provisions of Companies Act: To 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
    and the Securities and Exchange Board of India Act, 1992 and the rules and regulations made
    thereunder.

    SHARE CERTIFICATE
    Meaning of Share Certificate: Share certificate is a prima facie evidence of the title of the person to such share.
    According to Section 45 of the Companies Act, 2013 each share of the share capital of the company shall
    be distinguished with a distinct number for its individual identification. However, such distinction shall not be
    required, as per provision to Section 45, if the shares are held by a person whose name is entered as holder of
    beneficial interest in such share in the records of a depository.

    Who can sign share certificate:

    In terms of Section 46(1) of the Act, a share certificate issued under the common seal, if any, of the company or
    signed by two Directors or by a Director and the Company Secretary, wherever, the company has appointed a
    Company Secretary, is a prima facie evidence of the title of the person to such share.

    149

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