Give the meaning of the following as per the Companies Act, 2013: (i) What is a Shelf-prospectus? (ii) What is a Red herring prospectus?
CA Intermediate · Corporate and Other Laws · MTP · September 2025
Give the meaning of the following as per the Companies Act, 2013: (i) What is a Shelf-prospectus? (ii) What is a Red herring prospectus?
Suggested Answer and Working Notes:
(i) As per explanation to section 31, 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. A company is required to issue a prospectus each time it accesses the capital market. It leads to unnecessary repetition for a company which makes more than one offer of securities in a year to mobile funds from the public. A way out is shelf prospectus which remains valid (on the shelf) a specified time period during which offers for securities may be made by a company to the public without going through the arduous exercise of issuing fresh prospectus every time. (ii) The expression "red herring" means a prospectus which does not include complete particulars of the quantum or price of the securities. Developments taking place in the financial markets from time to time allow innovative methods of raising funds so as to avail the most of favourable market conditions. Timing the issue and book building of issue are facilitated by the concept of red herring prospectus whereby the price per security and number of securities are left open to be decided post closure of the issue.
Topics: Prospectus and Allotment of Securities
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