# Dating of Prospectus and Particulars to be Contained Therein [Section 387]

## Applicability

A prospectus offering securities of a company incorporated outside India (whether or not it has a place of business in India) can be issued in India only if certain conditions are met.

## Conditions for Issue of Prospectus

The prospectus must:

1. Be dated and signed.

2. State the matters specified under Section 26 (matters to be stated in prospectus).

3. Contain particulars of:

(a) Instrument defining the constitution of the company,
(b) Enactments or provisions under which the company is incorporated,
(c) Address in India where the instrument and enactment/provisions (or copies) can be inspected. If not in English, a certified English translation must also be available.
(d) Date of incorporation and country in which the company was incorporated.
(e) Whether the company has a place of business in India; if yes, the address of the principal office in India.

### Exception

Particulars (a), (b) and (c) are not required if the prospectus is issued more than 2 years after commencement of business in India.

## Application Form

The form of application for securities shall be issued along with a valid prospectus.
Exception: An invitation to an underwriter — the application form can be issued without prospectus.

## Non-Applicability of Section 387

This section does not apply to:

Issue to existing members or debenture holders of the company; or
Issue of securities which are uniform with previously issued securities and are quoted on a recognised stock exchange (RSE).

Note: Even in the above exceptions, the requirement that the prospectus must be dated continues to apply.

Worked example

### Example 1

Example 1: ABC Plc., a UK company, commenced business in India on 1st April 2022. On 1st June 2025, it wishes to issue a prospectus in India. Since more than 2 years have passed since commencement of business in India, particulars (a), (b) and (c) need not be included in the prospectus.

### Example 2

Example 2: XYZ Corp., a Singapore company, issues additional shares to its existing Indian debenture holders. Section 387 does not apply to this issue, but the prospectus (if any) must still be dated.

⚠️ Common exam mistakes

Forgetting that the dating requirement applies even when the section is otherwise not applicable (to existing members/debenture holders or uniform securities).
Confusing the 2-year exception — the exception applies only to particulars (a), (b) and (c), not to date, signature, or Section 26 matters.
Issuing application forms without an accompanying prospectus to non-underwriters.

Reference: Section 387 — Companies Act, 2013

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Dating of Prospectus and Particulars (Section 387)

Worked example

⚠️ Common exam mistakes