Private Placement Under Companies Act, 2013

INTRODUCTION

The Companies Act, 2013 ('Act, 2013') which received the assent of the President on 29 August, 2013 has made significant changes in the provisions relating to private placement of securities, which was an important route for raising the funds by the companies. The Draft Rules under the Act, 2013 ('Draft Rules') have also been released by the Central Government for public comments. In order to ensure greater control and compliance over the private companies, the Act, 2013 has withdrawn most of the exemptions as available under the Companies Act, 1956 ('Act, 1956'). The Act, 1956 did not define the term 'private placement' rather certain offers of shares or debentures/invitation to subscribe for shares or debentures to any section of the public were not regarded as public issues under section 67(3) the Act, 1956 i.e where shares or debentures are available for subscription or purchase only to those receiving the offer/invitation and offer/invitation is a