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Prospectus: meaning and contents

Prospectus and Allotment of Securities

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  • CWG for BCom

    Prospectus | Company Law Chapter-6 | CWG for BCOM

    • 13 min video
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  • DWIVEDI GUIDANCE

    Prospectus company law, Statements in view of Prospectus, provision to issue prospectus, companies

    • 14 min video
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  • CA Intermediate by PW

    CA Inter Corporate & Other Laws | Prospectus and Allotment of Securities | CA Chaitanya Jain

    • 327 min video
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  • Vsmart Academy

    03 Prospectus | Rapid Revision 7.0 | For Sep'26 | CA Inter Law |CA Shubham Singhal | Vsmart

    • 87 min video
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by CWG for BCom · Not reviewed yet · Watch on YouTube · Report this video

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Scenario 1 of 1 · Chapter 3: Prospectus and Allotment of Securities

Prospectus and Allotment of Securities Case Study

Vanguard Logistics Limited (VLL), a unlisted public company, issued a Shelf Prospectus on 1st July 2024 with a validity period of one year. Along with the Shelf Prospectus, VLL raised ₹50 crore through its first offer of securities. On 10th November 2024, prior to issuing the second tranche of securities under the Shelf Prospectus, VLL underwent a material change in its financial structure due to a high-value loan default by one of its major debtors, resulting in a potential bad debt of ₹10 crore. VLL had received advance subscription money of ₹5 crore from prospective investors on 1st November 2024 for the second tranche. Separately, to meet immediate capital requirements, VLL made a Private Placement offer of equity shares to a identified group of 60 persons on 1st January 2025. Money was collected through demand drafts from all offerees into a separate bank account in Scheduled Bank. VLL allotted the shares on 1st March 2025 (60 days from receipt). However, VLL failed to file the Return of Allotment in Form PAS-3 with the Registrar of Companies (ROC) within the prescribed time limit, filing it only on 15th April 2025.

  1. 1 / 4

    Regarding the second tranche of securities issued under the Shelf Prospectus after the material financial change, what was VLL legally required to do under Section 31 of the Companies Act, 2013?

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  2. 2 / 4

    If VLL had failed to allot the private placement shares within 60 days from the date of receipt of application money, by when was it required to repay the money to avoid paying interest under Section 42?

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  3. 3 / 4

    What is the legal consequence under Section 42 of the Companies Act, 2013 for VLL's delay in filing the Return of Allotment (Form PAS-3) beyond the prescribed timeframe for private placement?

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  4. 4 / 4

    Assume VLL's private placement offer was made to 60 persons in a financial year. Does this violation convert the private placement into a public offer under Section 42?

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Shelf and red herring prospectus

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