Govt likely to give Sebi powers to regulate private placements

Govt likely to give Sebi powers to regulate private placements

The government is planning to relax a few key norms in the Companies Act to give Sebi more powers over private placements so that there's no conflict with the proposed crowdfunding norms.

The government is likely to give the Securities and Exchange Board of India (Sebi) the power to regulate private placements by any Indian entity at a time when the capital markets regulator is finalizing norms for crowdfunding, said two people with direct knowledge of ongoing discussions between the regulator, the ministry of corporate affairs (MCA) and the ministry of finance.

At present, private placements by unlisted firms are regulated by the MCA, while Sebi regulates fundraising activities by listed firms.Private placement means raising funds from less than 200 investors in a financial year. Funds raised from more than 200 investors automatically becomes a public offering and the issuer has to list these securities.

Following a meeting in Delhi earlier this month, MCA, Sebi and the ministry of finance are planning to relax a few key norms in the Companies Act and allow the capital markets regulator more powers over private placements so that there is no conflict with the proposed crowdfunding rules.

Emails sent to Sebi, MCA and the ministry of finance remained unanswered.On 20 November, Mint had reported that the government may exempt crowdfunding activities from provisions of the Companies Act as it seeks to bring such fundraising under the regulatory ambit of Sebi and allow start-ups to raise funds easily.

Under the new norms being planned, start-ups will be allowed to make a fund-raising offer to more than 200 investors—without breaching Companies Act norms—through their prospectus and advertisements on digital platforms, which will be licensed and regulated by Sebi.

Crowdfunding is defined as raising of money from a large number of individuals, typically through the internet or social media, to finance a new business venture. Currently, Sebi is in the process of framing a dedicated set of rules for crowdfunding.

“For any start-up, if the number of investors actually investing exceeds 200, it should be brought under crowdfunding norms and if the number is less than 200, it should be brought under private placement guidelines,” said one of the two people cited earlier on condition of anonymity.

“It is not fair to make early-stage companies adhere to all the stringent public issue norms just because more than 200 people happened to view the fundraising advertisement. But before bringing norms for crowdfunding, it is necessary to put in place appropriate private placement norms,” added this person.

Under current norms, it is difficult to distinguish a private placement platform from a crowdfunding platform, the second person said, also on condition of anonymity.

According to Shanti Mohan, chief executive officer of LetsVenture Online Pte. Ltd, a start-up funding platform, the collective approach by Sebi and MCA to ease the way start-up funding is regulated is encouraging.Start-ups should be allowed to pitch to investors with no limit on the number, Mohan said.

“However, the start-up should know who is being pitched (to). I believe the audience should still be curated and not public at large.This will allow investors to understand entrepreneurship better and will foster innovation,” she added.Sebi has been looking to regulate crowdfunding for quite some time now and has cautioned investors at least twice over the last two years.

In October, the regulator wrote to at least a dozen start-up fundraising platforms in India seeking details of the detailed fund-flow process on these platforms, the process of registering investors and companies on them, the minimum subscription amounts and the platforms’ compliance with private placement norms under the Companies Act. Additionally, Sebi asked how order matching of the shares offered in private placements was done by the company or the platform, and the form of settlement mechanism, among other things.

The Mint, New Delhi, 26th December 2017

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