8.5 Exemptions from Registration under Securities Law

The comparative concept's Nepali faces (the exam's frame): the public-offer's registration/approval regime doesn't catch everything — the exempted offers-and-instruments: the governmentsecurities (the state's own paper — the separate regime), the private placements below the thresholds (8.4), the rights issues' simplified faces (the existing shareholders' own — the lighter approvals), the employee-stock faces (the ESOP's exemptions), the small-and-institutional offers (the prescribed caps), and the central-bank-and-regulated issues (the NRB regime's own paper). The exemption's logic: where the investors can protect themselves (the sophisticated-and-few) or the issuer is the state itself, the full prospectus-machine is unnecessary — but the anti-avoidance discipline (the integration doctrine's comparative face: the serial-small-offers' aggregation) keeps the exemption honest.