31. Shelf prospectus.
(1) Any class or classes of companies, as the Securities and Exchange Board may
provide by regulations in this behalf, may file a shelf prospectus with the Registrar at the
stage of the first offer of securities 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 prospectus is required.
(2) A company filing a shelf prospectus shall be required to file an information
memorandum containing 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:
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.