Section 388. Provisions as to expert’s consent and allotmentExempted for (a) foreign companies and (b) companies incorporated or to be incorporated outside India, whether the company has or has not established, or when formed may or may not establish, a place of business in India vide S.O.3156(E) Exemption Notification dated August 5,2021. To view the notification Click Here
(1) No person shall issue, circulate or distribute in India any prospectus2(70) Prospectus means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate offering for subscription in securities2(81) Securities means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) of a company incorporated or to be incorporated outside India, whether the company2(20) Company means a company incorporated under this Act or under any previous company law has or has not been established, or when formed will or will not establish, a place of business in India,—
(a) if, where the prospectus includes a statement purporting to be made by an expert2(38) Expert includes an engineer, a valuer, a chartered accountant, a company secretary, a cost accountant and any other person who has the power or authority to issue a certificate in pursuance of any law for the time being in force, he has not given, or has before delivery of the prospectus for registration withdrawn, his written consent to the issue of the prospectus with the statement included in the form and context in which it is included, or there does not appear in the prospectus a statement that he has given and has not withdrawn his consent as aforesaid; or
(b) if the prospectus does not have the effect, where an application is made in pursuance thereof, of rendering all persons concerned bound by all the provisions of sections 33 and 40, so far as applicable.
(2) For the purposes of this section, a statement shall be deemed to be included in a prospectus, if it is contained in any report or memorandum2(56) Memorandum means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act appearing on the face thereof or by reference incorporated therein or issued therewith.