44. Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.
If a company, being a private company, alters its article in such a manner that they no longer include the provisions which, under clause (iii) of sub- section (1) of section 3, are required to be included in the articles of a company in order to constitute it a private company, the company-
shall, as on the date of the alteration, cease to be a private company; and
shall, within a period of 2[ thirty] days after the said date, file with the Registrar either a prospectus or a statement in lieu of prospectus, as specified in sub- section (2).
(a) Every prospectus filed under sub- section (1) shall state the matters specified in Part I of Schedule II and set out the reports specified in Part II of that Schedule, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.
Every statement in lieu of prospectus filed under sub- section (1) shall be in the form and contain the particulars set out in Part I of Schedule IV, and in the cases mentioned in Part II of the Schedule, shall set out the reports specified therein, and the said Parts I and II
shall have effect subject to the provisions contained in Part III of that Schedule.
Where the persons making any such report as is referred to in clause (a) or (b) have made therein, or have, without giving the reasons indicated therein, any such adjustments as are mentioned in clause 32 of Schedule II or clause 5 of Schedule IV, as the case may be, the prospectus or statement in lieu of prospectus filed as aforesaid, shall have endorsed thereon or attached thereto, a written
statement signed by those persons, setting out the adjustments and giving the reasons therefor.
If default is made in complying with sub- section (1) or (2), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues.
Where any prospectus or statement in lieu of prospectus filed under this section includes any untrue statement, any person who authorised the filing of such prospectus or statement shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to five thousand rupees, or with both, unless he proves either that the statement was immaterial or that he had reasonable ground to believe, and did up to the time of the filing of the prospectus or statement believe, that the statement was true.
For the purposes of this section-
a statement included in a prospectus or a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and
where the omission from a prospectus or a statement in lieu of prospectus of any matter is calculated to mislead, the prospects or statement in lieu of prospectus shall be deemed, in respect of such omission, to be a prospectus or a statement in lieu of prospectus in which an untrue statement is included.
For the purposes of sub- section (4) and clause (a) of sub- section (5), the expression" included" when used with reference to a prospectus or statement in lieu of prospectus, means included in the prospectus or statement in lieu of prospectus itself or contained in any report or memorandum appearing on the face thereof, or by reference incorporated therein. Reduction of Number of Members below Legal Minimum