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Questions and Answers
What is the primary difference between a public company and a private company?
What is the primary difference between a public company and a private company?
A public company can sell shares to the general public, while a private company cannot.
Provide an example of a public company.
Provide an example of a public company.
Reliance Industries Limited or TCS.
Provide an example of a private company.
Provide an example of a private company.
Mother Dairy Fruit & Vegetable Pvt Ltd or Parle Products Pvt Ltd.
What is meant by 'public offer' in the context of securities?
What is meant by 'public offer' in the context of securities?
What are the modes of issuing securities by a public company?
What are the modes of issuing securities by a public company?
How does a public company generally approach the issuing of shares?
How does a public company generally approach the issuing of shares?
What is the role of a prospectus in a public offer?
What is the role of a prospectus in a public offer?
Can a public company issue securities to existing shareholders?
Can a public company issue securities to existing shareholders?
Identify a unique trait of private companies concerning securities issuance.
Identify a unique trait of private companies concerning securities issuance.
What is the focus of Section 42 in the context given?
What is the focus of Section 42 in the context given?
Which authority has the power to regulate the issue and transfer of securities?
Which authority has the power to regulate the issue and transfer of securities?
What does Section 23 outline according to the provided content?
What does Section 23 outline according to the provided content?
Who exercises powers related to matters not under SEBI's jurisdiction?
Who exercises powers related to matters not under SEBI's jurisdiction?
What general functions does SEBI oversee?
What general functions does SEBI oversee?
What types of securities actions are regulated by SEBI?
What types of securities actions are regulated by SEBI?
What is the significance of the redemption of preference shares?
What is the significance of the redemption of preference shares?
In what context might the term 'prospectus' be relevant?
In what context might the term 'prospectus' be relevant?
What is the role of the Tribunal in the context described?
What is the role of the Tribunal in the context described?
What document is mentioned regarding the return of allotment?
What document is mentioned regarding the return of allotment?
What key factors are involved in the private placement process according to the Companies Act, 2013?
What key factors are involved in the private placement process according to the Companies Act, 2013?
What are the penalties for non-compliance with the provisions regarding private placement?
What are the penalties for non-compliance with the provisions regarding private placement?
How does the Memorandum of Association differ from the Articles of Association?
How does the Memorandum of Association differ from the Articles of Association?
Why are certain sections and sub-sections deemed unimportant in the context of the Companies Act?
Why are certain sections and sub-sections deemed unimportant in the context of the Companies Act?
What is the significance of Chapter III in the Companies Act, 2013?
What is the significance of Chapter III in the Companies Act, 2013?
What are the main objectives of the Companies Act, 2013 as outlined in the syllabus?
What are the main objectives of the Companies Act, 2013 as outlined in the syllabus?
What role does a prospectus play in the company fundraising process?
What role does a prospectus play in the company fundraising process?
In what circumstances may a private placement be preferred over a public offering?
In what circumstances may a private placement be preferred over a public offering?
What provisions do sections 23 to 42 of the Companies Act cover?
What provisions do sections 23 to 42 of the Companies Act cover?
How does Chapter VIII of the Companies Act interact with the process of raising funds?
How does Chapter VIII of the Companies Act interact with the process of raising funds?
Flashcards
Public Company
Public Company
A company whose shares are traded on a public stock exchange, making them accessible to the general public.
Private Company
Private Company
A company whose shares are not traded on public exchanges, and ownership is typically restricted to a small group of individuals or investors.
Initial Public Offering (IPO)
Initial Public Offering (IPO)
The process by which a company raises capital from the general public by offering shares of its stock for sale for the first time.
Further Public Offering (FPO)
Further Public Offering (FPO)
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Private Placement
Private Placement
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Public Offer
Public Offer
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Prospectus
Prospectus
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Private Placement
Private Placement
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Issue of Securities
Issue of Securities
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Public Offer of Securities
Public Offer of Securities
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Memorandum of Association (MoA)
Memorandum of Association (MoA)
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Articles of Association (AoA)
Articles of Association (AoA)
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Allotment of Securities
Allotment of Securities
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Abridged Prospectus
Abridged Prospectus
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Private Placement Offer
Private Placement Offer
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Pre-IPO Investment
Pre-IPO Investment
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Rights Issue
Rights Issue
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Section 42 of the SEBI Act
Section 42 of the SEBI Act
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SEBI
SEBI
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SEBI Act, 1992
SEBI Act, 1992
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Section 23 of the SEBI Act
Section 23 of the SEBI Act
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SEBI's regulatory powers
SEBI's regulatory powers
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Return of Allotment
Return of Allotment
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Preference Shares
Preference Shares
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Redemption of Preference Shares
Redemption of Preference Shares
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Study Notes
Introduction
- Companies Act 2013, Chapter III, IV, VIII, X, XI, and XXVII are relevant
- This lesson covers Chapter III (Prospectus and Allotment of Securities) sections 23-42
- Important terms are needed for understanding the chapter
Important Terms: Differences Between Memorandum and Articles of Association
- Memorandum of Association: Defines the company's objectives; main document, subordinate to Companies Act; defines relationship with outsiders
- Articles of Association: Internal management rules; indicates how objectives are achieved; subsidiary document, subordinate to memorandum and Companies Act; defines relationship between members and company; acts beyond the article can be ratified by members if they don't violate the memorandum
- Acts beyond the memorandum are invalid and cannot be ratified
- Articles can be ratified by members as long as they don't violate memorandum
- It is not compulsory for a public limited company to file articles of association; it may adopt table A
What are the Modes of Issue of Securities by Public Companies?
- Public companies can issue securities through:
- Public offer (IPO, FPO)
- Private placement
- Right issue
- Bonus issue
IPO (Initial Public Offering)
- Process where a private company raises funds by issuing shares to the public for the first time
- Issued by an unlisted company
- Aim is to raise funds through public investment
- Less predictable; first time issuing shares to the public; it is risky
FPO (Follow-on Public Offer)
- Additional offer issued by a listed company once an IPO has already been issued
- Aims to encourage public investment
- More predictable as the company's performance is already known
- Comparatively less risky
Public Offer Meaning
- Includes initial public offers (IPO) or further public offers of securities by a company or offer for sale of securities to the public by an existing shareholder through a prospectus
Private Placement
- A company can issue securities through private placement
- This is a mode by which securities can be raised from limited investors, and not the general public
- This involves direct negotiation with investors
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