— (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 subsection (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