An issuing house disposes of shares allotted to it under private placement by selling to the public via advertisement. The advertisement is NOT deemed a prospectus if:

1. Section 25 — an offer through an issuing house is deemed a prospectus if made within 6 months of allotment OR if consideration is unpaid. 2. Both conditions must fail for the advertisement to escape prospectus treatment. 3. Hence (B). _Source: ICAI BoS CA Inter Paper 2 — Prospectus and Allotment_