February 13, 2017

Regulatory body SEBI, in a bid to protect the interests of investors who invest in securities, has issued some guidelines. It says that some unlisted companies are luring retail investors by issuing securities in the garb of private placement, without complying with the provisions of the Companies Act, 1956. Here is what it says:

Some unlisted companies are luring retail investors by issuing securities, including non-convertible and convertible debentures/ non-convertible and convertible preference shares/ equity shares in the garb of private placement, without complying with the provisions of Companies Act, 1956, read with the Companies Act, 2013, SEBI (Issue and Listing of Debt Securities), Regulations, 2008, SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares), Regulations, 2013 and SEBI (Issue of capital and Disclosure Requirements) Regulations, 2009.

Any offer of securities made to 50 or more persons has to be construed as a “Public Offer” under the provisions of Companies Act, 1956.

Under Companies Act, 2013, “Private Placement” shall be made only to such persons whose names are recorded by the company prior to the invitation to subscribe. Further, in case of private placements, the company shall not release any public advertisements or utilise any media, marketing or distribution channels or agents to inform the public at large about such an offer. Further, such offer or invitation shall not be made to more than 200 persons in the aggregate in a financial year.

As per the provisions of Companies Act, 2013 and SEBI Regulations, no issuer shall make public issue of these securities, unless it has made application to the recognized Stock Exchange(s) for listing of such securities. Further, the issuer, among the other things, is required to file the offer document with RoC/Stock Exchange/SEBI etc. The issuer has to make disclosures about the issuer company, the promoters of the company, the risk factors etc.

[The Financial Express]