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Companies Act, 2013 | Chapter III: Prospectus and Allotment of Securities

Section 33 of the Companies Act, 2013: Issue of Application Forms for Securities

Section 33 regulates the issue of application forms for purchasing company securities. As a general rule, an application form must be accompanied by an abridged prospectus. The provision also identifies two exceptions, provides access to the full prospectus on request and prescribes a penalty for non-compliance.

Meaning of an abridged prospectus

Under Section 2(1) of the Companies Act, 2013, an abridged prospectus means a memorandum containing such salient features of a prospectus as may be specified by the Securities and Exchange Board of India (SEBI) through regulations. It gives prospective investors a concise account of important offer information, but does not replace the complete prospectus.

A prospectus, defined in Section 2(70), includes documents described or issued as a prospectus and specified offer documents inviting public subscription or purchase of securities. Securities has the meaning assigned under Section 2(81) by reference to the Securities Contracts (Regulation) Act, 1956.

Section 33: Statutory requirements

Section 33(1): Abridged prospectus with application form

No application form for the purchase of a company's securities may be issued unless it is accompanied by an abridged prospectus, subject to the two express exceptions described below. The requirement helps ensure that investors receive essential disclosures when they are invited to apply.

Exceptions under the proviso to Section 33(1)

The abridged-prospectus requirement does not apply where it is shown that the application form was issued:

  1. Section 33(1)(a): Underwriting. In connection with a bona fide invitation to a person to enter into an underwriting agreement concerning the securities. Underwriting generally involves an agreement to subscribe for or procure subscriptions to securities on agreed terms.
  2. Section 33(1)(b): Non-public offer. In relation to securities that were not offered to the public. Such transactions may still be subject to other provisions, including those governing private placement, as applicable.

Section 33(2): Right to obtain the full prospectus

If any person requests a copy of the prospectus before the closing of the subscription list and the offer, a copy must be furnished to that person. The abridged prospectus does not extinguish this statutory right to the full document.

Procedure for issuing securities application forms

  1. Identify the offer: Determine whether the securities are offered to the public and whether an exception under Section 33(1) applies.
  2. Prepare compliant offer disclosures: Ensure that the prospectus and abridged prospectus meet the Companies Act and relevant SEBI requirements for the particular security and issue.
  3. Accompany the form: Supply the applicable abridged prospectus with each application form where Section 33(1) applies, including through permitted electronic issue processes.
  4. Make the full prospectus available: Respond to requests received before the subscription list and offer close, as required by Section 33(2).
  5. Keep compliance records: Retain evidence of distribution, document versions and fulfilment of requests, consistently with applicable record-keeping obligations.

Important: Section 33 is not a complete code for issuing securities. Depending on the type of offer, companies must also consider Sections 23, 26, 29, 39, 40 and 42, applicable rules and current SEBI regulations or circulars. The format and disclosure requirements can differ for equity and debt securities.

Section 33(3): Penalty for default

If a company defaults in complying with Section 33, the company is liable to a penalty of Rs. 50,000 for each default. The statutory wording provides a per-default penalty, rather than a single overall amount for all instances of non-compliance.

Section 26 addresses matters to be stated in a prospectus; Section 32 deals with red herring prospectuses; Section 34 concerns criminal liability for misleading statements in a prospectus; and Section 35 addresses civil liability for misstatements. For private placement, Section 42 and the relevant rules must be considered separately.

Read the Companies Act, 2013 (Ministry of Corporate Affairs), consult the Ministry of Corporate Affairs for amendments and rules, and refer to SEBI regulations and SEBI circulars for issue-specific disclosure and application procedures.

Updated: 7 October 2026. This article provides general legal information; the applicable statutory text, rules and SEBI directions should be checked for the particular issue.