Cos 23 — Public offer and private placement

Companies Act, 2013

Statutory text

(1) A public company may issue securities—
(a)  to  public  through  prospectus  (herein  referred  to  as “public  offer”)  by  complying  with  the provisions of this Part; or (b) through private placement by complying with the provisions of Part II of this Chapter; or (c) through a rights issue or a bonus issue in accordance with the provisions of this Act and in case of a listed company or a company which intends to get its securities listed also with the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulations made thereunder.
(2) A private company may issue securities—
(a) by way of rights issue or bonus issue in accordance with the provisions of this Act; or (b) through private placement by complying with the provisions of Part II of this Chapter.

[(3) Such class of public companies may issue such class of securities for the purposes of listing on permitted  stock  exchanges  in  permissible  foreign  jurisdictions  or  such  other  jurisdictions,  as  may  be prescribed.
(4)  The  Central  Government  may,  by  notification,  exempt  any  class  or  classes  of  public  companies referred to in sub-section (3) from any of the provisions of this Chapter, Chapter IV, section 89, section 90
or section 127 and a copy of every such notification shall, as soon as may be after it is issued, be laid before both Houses of Parliament.]
Explanation.—For the purposes of this Chapter, “public offer” includes initial public offer or further public offer of securities to the public by a company, or an offer for sale of securities to the public by an existing shareholder, through issue of a prospectus.

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