Section 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

1. The word “public” omitted by Act 22 of 2019, s. 7 (w.e.f. 15-8-2019).
2. Ins. by s. 7, ibid. (w.e.f. 15-8-2019).

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) Whe re 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.