When is the issue of prospectus not needed?

When prospectus is not required to be issued u/s. 56:

1. Where the shares and debentures are not offered to public [section 56(3)(b)]
2. Where the offer is made in connection with a bonafide invitation to a person to enter into an undertaking agreement with respect to shares/debentures [section 56(3)(a)]
3. Where the offer is made to the existing members/debenture holders of the company [section 56(5)(a)]
4. In the case of issue of shares or debentures which in all respect similar required to specify the contents of the Memorandum of Association.