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Shelf Prospectus : Meaning & Definition

Shelf Prospectus is kind of Prospectus only.


Meaning of Shelf Prospectus

As per the explanation given to the Section 31 of the Companies Act 2013 (Section 60A of the Companies Act 1956), "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.

Filing of Shelf prospectus

Any class or classes of companies, as the SEBI may provide by regulations in this behalf,
  • may file a shelf prospectus with the ROC at the stage of the first offer of securities included therein which shall indicate a period not exceeding 1 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 prospectus is required. (It means the filing of prospectus with ROC is not required at 2nd and subsequent stage, during the period of validity of the prospectus filed at the first stage.)

Information Memorandum

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.

Deemed prospectus
Where an information memorandum is filed, every time an offer of securities is made as mentioned above, such memorandum together with the shelf prospectus shall be deemed to be a prospectus.
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