Prospectus and Allotment of Securities Case Study
Vanguard Logistics Limited (VLL), a unlisted public company, issued a Shelf Prospectus on 1st July 2024 with a validity period of one year. Along with the Shelf Prospectus, VLL raised ₹50 crore through its first offer of securities. On 10th November 2024, prior to issuing the second tranche of securities under the Shelf Prospectus, VLL underwent a material change in its financial structure due to a high-value loan default by one of its major debtors, resulting in a potential bad debt of ₹10 crore. VLL had received advance subscription money of ₹5 crore from prospective investors on 1st November 2024 for the second tranche. Separately, to meet immediate capital requirements, VLL made a Private Placement offer of equity shares to a identified group of 60 persons on 1st January 2025. Money was collected through demand drafts from all offerees into a separate bank account in Scheduled Bank. VLL allotted the shares on 1st March 2025 (60 days from receipt). However, VLL failed to file the Return of Allotment in Form PAS-3 with the Registrar of Companies (ROC) within the prescribed time limit, filing it only on 15th April 2025.





