Shelf prospectus
Section 31 of the Companies Act, 2013 deals with shelf prospectus. 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 valid The Act came into force on 01 Apr 2014.
(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.
Section 31, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
Referred to by 1
Judgments citing this section
These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.
-
… She would further submit that increase in the share capital of a company does not materially or substantially alter the character of the Articles of Association so as to fall within Section 14A of the Stamp Act. She refers to Section 31 of the Companies Act to submit that any alterations made to the Articles of Association are valid and are to be taken as if originally contained therein. Finally, she relies on a catena of judgements to contend that fiscal statutes have to be construed strictly and in case of any 5 ambiguity in the charging …
-
… confer on the Directors the right to exercise all the company's powers except such as the general law expressly provides must be exercised in general meeting. [ Gower's Principles of Modern Company Law] Of course, powers which are strictly legislative are not affected by the conferment of powers on the Directors as Section 31 of the Companies Act provides that an alteration of an article would require a special resolution of the company in general meeting. But a perusal of the provisions of the Companies Act itself makes it clear that in many ways the position of the directorate vis-a-vis the company is more powerful than that of the …
Made under this section, and citing it
10 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
- G.S.R No. 37(E) Companies Prospectus and Allotment of Securities Amendment Rules 2023 dated 20.01.2023Rule 2023
- G.S.R. 642(E)-Companies (prospectus and allotment of securities) amdnt Rules 2020Rule 2020
- commencement notification dt 21.12.2020Notification 2020
- Amendment of Schedule VII of the Companies Act,2013Notification 2019
- Companies (Prospectus and Allotment of Securities) Amendment Rules, 2019.Rule 2019
- Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019Rule 2019
- Companies Prospectus and Allotment of Securities) Second Amendment Rules, 2019.Rule 2019
- commencment notification dt 14.08.2019 -CA (Amendment) Act 2019Notification 2019
- Commencement notificationNotification 2018
- Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014.Rule 2014
Questions about Section 31
What does Section 31 of the Companies Act deal with?
Section 31 of the Companies Act is headed "Shelf prospectus". 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 valid
How do I find court cases under Section 31 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 31, section 31 Companies Act, section 31 of the Companies Act. People searching for it also type 31 companies act. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome.
What should I read with Section 31 of the Companies Act, and has it changed?
1 other provision in this corpus refers back to it. The rules and notifications made under it are where it actually bites, and there are 10: most recently G.S.R No. 37(E) Companies Prospectus and Allotment of Securities Amendment Rules 2023 dated 20.01.2023 (2023), then G.S.R. 642(E)-Companies (prospectus and allotment of securities) amdnt Rules 2020 (2020), and 8 more.
When did Section 31 of the Companies Act come into force?
Section 31 of the Companies Act, cited as Companies Act 31, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.