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SHELF PROSPECTUS [SECTION 31]
Any class of company may file a shelf prospectus with the Registrar of Companies at the stage of first offer of securities.
“Shelf prospectus” means a prospectus in respect of which the securities or class of securities included therein are issued for subscription in one or more issues over a certain period without the issue of a further prospectus.
The shelf prospectus shall indicate that validity period of the shelf prospectus is a period not exceeding one year from the date of first offer of securities under that prospectus. Once, a shelf prospectus has been issued, there will be no requirement of any further prospectus for any subsequent offer of these securities issued during this validity period.
For any subsequent issue, company shall file an “Information Memorandum”. This information memorandum shall contain all material facts relating to (i) new charges created; and (ii) changes in financial position of the company from first/previous offer to this second/subsequent offer under this Shelf Prospectus.
It may be possible that a company or any other person has received an application and advance payment of subscription before any material changes like new charges or financial position. In these cases, the company or that other person shall intimate these changes to the applicants. If they express a desire to withdraw their application, the company or other person shall refund all the money received as share application money for subscription within fifteen days.
When an offer of securities is made on shelf prospectus, the information memorandum together with shelf prospectus shall be deemed to be a prospectus.
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