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Case Problems · Q15

Q.Sunrise Public Ltd. wants to raise ₹50 crore through debentures in four separate tranches over the next ten months, and would prefer not to prepare and file a completely fresh prospectus for each tranche. What company-law mechanism, if any, allows this, and what condition must Sunrise observe?

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Step 1 — Identify the mechanism. Section 31 permits certain classes of companies (as SEBI may specify by regulation, typically issuers of debt securities) to file ONE Shelf Prospectus covering a series of tranches, instead of a separate prospectus for every tranche.

Step 2 — What condition applies? The Shelf Prospectus must state a period of validity, which cannot exceed ONE YEAR, commencing from the date the first tranche's offer opens. All four of Sunrise's tranches, spread over ten months, fall within this one-year window, so a single Shelf Prospectus can cover all of them.

Step 3 — What is still required for each later tranche? For every tranche after the first, Sunrise need not file a fresh prospectus, but must file an updated information memorandum, disclosing any material changes since the last offer (such as changes in financial position or the terms of the issue). …

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