valid as on 14/04/2024

Section 31.Shelf prospectus.
Effective from 12.09.2013

(1) Any class or classes of companies, as the  may provide by regulations in this behalf, may file a shelf prospectus with the  at the stage of the first offer of  included therein which shall indicate a period not exceeding one year as the period of validity of such prospectus which shall commence from the date of opening of the first offer of securities under that prospectus, and in respect of a second or subsequent offer of such securities issued during the period of validity of that prospectus, no further  is required.

(2) A company filing a shelf prospectus shall be required to file an information memorandum containing all material facts relating to new  created, changes in the financial position of the company as have occurred between the first offer of securities or the previous offer of securities and the succeeding offer of securities and such other changes  with the Registrar within the prescribed time, prior to the issue of a second or subsequent offer of securities under the shelf prospectus:

Provided that where a company or any other person has received applications for the allotment of securities along with advance payments of subscription before the making of any such change, the company or other person shall intimate the changes to such applicants and if they express a desire to withdraw their application, the company or other person shall refund all the monies received as subscription within fifteen days thereof.

(3) Where an information memorandum is filed, every time an offer of securities is made under sub-section (2), such memorandum together with the shelf prospectus shall be deemed to be a prospectus.

Explanation.—For the purposes of this section, the expression “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.

2(82) Securities and Exchange Board means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992)
2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
2(81) Securities means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956)
2(70) Prospectus means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate
Charge means an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage
Refer rule 10 of the Companies (Prospectus and Allotment of Securities) Rules,2014. To view the rule,Click Here

3.1.10-Companies (Prospectus and Allotment of Securities) Rules,2014

10.Shelf prospectus and Information Memorandum.—

The information memorandum shall be prepared in  and filed with the Registrar along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 within one month prior to the issue of a second or subsequent offer of securities under the shelf prospectus.

  1. Form PAS-2 revised vide MCA Notification dated 20.01.2023. To view the Notification, Click here. To view the Return, Click here.
  2. To view the return,Click Here

Enforcement notification S.O.2754 (E) dated 12/09/2013

MCA Notification dated 20.01.2023 regarding Companies (Prospectus and Allotment of Securities) Amendment Rules, 2023

FORM PAS.2 Information Memorandum

PAS-2- Substituted vide MCA Notification dated 20.01.2023

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