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    Question

    XYZ Ltd. is planning a private placement to raise capital and is considering including the following groups:

    a. 40 identified individuals.

    b. 20 qualified institutional buyers.

    c. 25 employees participating in an employee stock option scheme.

    XYZ Corp. is keen on ensuring compliance with the Companies Act, 2013, which governs private placements. Based on the provisions of the Companies Act, 2013, which of the following statements best describes the compliance requirements for XYZ Corp.'s private placement?

    A XYZ Corp. can include all 40 identified individuals, 20 qualified institutional buyers, and 25 employees under the stock option scheme, since the total number of participants does not exceed the 200-person limit Correct Answer Incorrect Answer
    B XYZ Corp. must ensure that the number of identified individuals does not exceed 50. However, if the company chooses to exceed this limit, they must still ensure the total number of all participants, including qualified institutional buyers and employees, does not exceed 200 Correct Answer Incorrect Answer
    C XYZ Corp. can include up to 200 identified individuals, but they must exclude the 20 qualified institutional buyers and 25 employees from this count. Correct Answer Incorrect Answer
    D XYZ Corp. must include the 20 qualified institutional buyers and 25 employees under the stock option scheme within the 50-person limit for identified individuals, as the total number of participants should not exceed 200 Correct Answer Incorrect Answer
    E XYZ Corp. can include up to 200 identified individuals, but the 20 qualified institutional buyers and the 25 employees under the stock option scheme must be counted within this 200-person limit Correct Answer Incorrect Answer

    Solution

    According to the Companies Act, 2013 the number of identified persons for a private placement must not exceed 50, unless the regulations allow a higher limit, which can be up to 200. Qualified institutional buyers and employees participating in an employee stock option scheme are exempt from this numerical cap. Thus, XYZ Corp. can include up to 50 identified individuals, excluding the exempt groups (qualified institutional buyers and employees). If the number of identified persons is increased, it can go up to 200, but this does not include the exempt groups. Option c correctly describes this scenario. Section 42.Offer or invitation for subscription of securities on private placement: (2) A private placement shall be made only to a select group of persons who have been identified by the Board (herein referred to as “identified persons”), whose number shall not exceed fifty or such higher number as may be prescribed excluding the qualified institutional buyers and employees of the company being offered securities under a scheme of employees stock option in terms of provisions of clause (b) of sub-section (1) of section 62, in a financial year subject to such conditions as may be prescribed. Companies (Prospectus and Allotment of Securities) Rules,2014: Rule 14 (2) Provided that any offer or invitation made to qualified institutional buyers, or to employees of the company under a scheme of employees stock option as per provisions of clause (b) of sub-section (1) of section 62 shall not be considered while calculating the limit of two hundred persons.

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