P Ltd. intends to raise share capital by issuing equity shares in different stages over a certain period of time. However, the company does not wish to issue prospectus each and every time of issue of shares. Considering

CS Executive · Company Law · PYQS · December 2020
P Ltd. intends to raise share capital by issuing equity shares in different stages over a certain period of time. However, the company does not wish to issue prospectus each and every time of issue of shares. Considering the provisions of the Companies Act 2013, discuss what formalities P Ltd. should follow to avoid repeated issuance of prospectus?

Answer & Explanation:

"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. According to Section 31 of the Companies Act 2013, any class or classes of companies as the Securities and Exchange Board of India may provide by regulations in this behalf, may file a shelf prospectus with the Registrar of Companies 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. The other formalities related to such repeated/ subsequent issue of shares: 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 or previous offer of securities and the succeeding offer of securities and such other prescribed changes, with the Registrar of Companies within the prescribed time, prior to the issue of a second or subsequent offer of securities under the Shelf Prospectus. Thus, P. Limited can follow the above mentioned provisions and issue a Shelf Prospectus, to avoid repeated issuance of prospectus.

Topics: Prospectus and Allotment of Securities

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