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Information Memorandum: (Section 31 of the Companies Act 2013)

Information Memorandum: (Section 31 of the Companies Act 2013)

A company filing a shelf prospectus shall be required to file an information memorandum containing the followings:
  • all material facts relating to new charges 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 as may be prescribed, 
with the Registrar within the prescribed time, prior to the issue of a second or subsequent offer of securities under the shelf prospectus.


In accordance with the Rule 10 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the information memorandum shall be prepared in Form PAS-2 and filed with the Registrar along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 within 1 month 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.
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