Case Problems · Q12
Q.Zenith Fabrics Ltd., a public company, issued a prospectus inviting the public to subscribe for its shares. The prospectus stated that the company had already secured a large export order from a European buyer and projected very high profits on that basis. In reality, no such export order existed — the statement was inserted, and authorised for inclusion, by two of the company's directors to attract more applications. Mr. Kumar subscribed for 500 shares after reading this prospectus, relying on the export-order claim, and suffered a financial loss when the company's actual performance fell far short of what was projected.
(a) Identify the kind of statement contained in the prospectus.
(b) State whether Mr. Kumar has any remedy against the company and its directors, and explain the nature of that remedy.
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Start your 14-day free trial to unlock the full solution →- Nature of the statement. The claim in Zenith Fabrics Ltd.'s prospectus that it had secured a large export order — when in fact no such order existed — is a clear untrue and misleading statement of the kind Sections 34 and 35 of the Companies Act, 2013 are designed to address. It was not an honest projection based on real facts, but a fabricated claim inserted specifically to make the share issue look more attractive than it genuinely was.
- Mr. Kumar's remedy. Mr. Kumar subscribed for shares specifically relying on this false statement, and he suffered a real financial loss as a direct result of the company's actual performance falling short of what the fabricated export-order claim implied. This places him squarely within Section 35 of the Act, which gives civil liability: a person who subscribes for securities on the faith of a prospectus containing an untrue statement, and who suffers loss because of it, can claim compensation from the company, from its directors, from its promoters, or from any expert who authorised the misleading statement. Mr. Kumar can therefore bring a claim for compensation against Zenith Fabrics Ltd. and against the directors responsible. …
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