Section 56 - Matters to be stated and reports to be set out in prospectus.

Prospectus disclosure must state prescribed matters and include required reports; omission triggers penalties and limited defences.

Every prospectus issued by or on behalf of a company or its promoters must state the matters in Part I of Schedule II and set out the reports in Part II, subject to Part III. Application forms for shares or debentures must be accompanied by a memorandum containing salient features of the prospectus, with specific exceptions for underwriting invitations and non-public offers; contravention attracts a statutory fine. Directors and responsible persons may avoid liability by proving lack of knowledge, an honest mistake of fact, or that non-disclosure was immaterial or reasonably excusable, with a heightened standard for omissions relating to clause 18 of Schedule II.