Section 387 — Dating of prospectus and particulars to be contained therein

(1) No person shall issue,
circulate or distribute in India any prospectus offering to subscribe for securities of a company incorporated
or to be incorporated outside India, whether the company has or has not established, or when formed will
or will not establish, a place of business in India, unless the prospectus is dated and signed, and—
(a) contains particulars with respect to the following matters, namely:—
(i) the instrument constituting or defining the constitution of the company;
(ii) the enactments or provisions by or under which the incorporation of the company was
effected;

1. Ins. by Act 1 of 2018, s. 78 (w.e.f. 9-2-2018).

(iii) address in India where the said instrument, enactments or provisions, or copies thereof,
and if the same are not in the English language, a certified translation thereof in the English
language can be inspected;
(iv) the date on which and the country in which the company would be or was incorporated;
and
(v) whether the company has established a place of business in India and, if so, the address of
its principal office in India; and
(b) states the matters specified under section 26:
Provided that sub-clauses (i), (ii) and (iii) of clause (a) of this sub-section shall not apply in the case of
a prospectus issued more than two years after the date at which the company is entitled to commence
business.
(2) Any condition requirin g or binding an applicant for securities to waive compliance with any
requirement imposed by virtue of sub-section (1), or purporting to impute him with notice of any contract,
documents or matter not specifically referred to in the prospectus, shall be void.
(3) No person shall issue to any person in India a form of application for securities of such a company
or intended company as is mentioned in sub-section (1), unless the form is issued with a prospectus which
complies with the provisions of this Chapt er and such issue does not contravene the provisions of section
388:
Provided that this sub-section shall not apply if it is shown that the form of application was issued in
connection with a bona fide invitation to a person to enter into an underwriting a greement with respect to
securities.
(4) This section —
(a) shall not apply to the issue to existing members or debenture holders of a company of a
prospectus or form of application relating to securities of the company, whether an applicant for
securities will or will not have the right to renounce in favour of other persons; and
(b) except in so far as it requires a prospectus to be dated, to the issue of a prospectus relating to
securities which are or are to be in all respects uniform with securities pr eviously issued and for the
time being dealt in or quoted on a recognised stock exchange,
but, subject as aforesaid, this section shall apply to a prospectus or form of application whether issued on
or with reference to the formation of a company or subsequently.
(5) Nothing in this section shall limit or diminish any liability which any person may incur under any