Misleading circulars by underwriters may attract penal liability under offer-and-sale provisions, prompting stricter exchange oversight. Issuance by a stock broker firm of an undated, unsigned circular containing statements materially contrary to the terms under which a capital issue was sanctioned can fall within the penal provisions governing the offer and sale of shares; stock brokers acting as underwriters are required to observe a strict code of conduct and exchanges are expected to monitor and act on such conduct.