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Information Memorandum: Section 31 of Companies Act 2013

What is information memorandum of a company?

Where companies have filed a shelf prospectus under section 31 of the Companies Act, 2013 at the stage of the first offer of securities — for all the 2nd and subsequent offer of securities, the said companies will not have to file any fresh prospectus, they only have to file an information memorandum for each of such subsequent offer of securities.


What does the information memorandum contain?

Information memorandum contains the material facts regarding:

i) new charges created by the company;
ii) changes in the financial position of the company;
iii) such other changes as may be prescribed;

which have occurred between the 1st offer of securities or the previous offer of securities and the succeeding offer of securities.


Filing of the information memorandum

An information memorandum is required to be prepared and filed with the Registrar of Companies (ROC) in Form PAS-2.

Form PAS-2 shall be filed within 1 month prior to the issue of 2nd or subsequent offer of securities under the shelf prospectus.

Check MCA website to find and file Form PAS-2 along with necessary fees.

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