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TMI BlogNew Rules in respect of unlisted public companies preferential allotment/private placementX X X X Extracts X X X X X X X X Extracts X X X X ..... e-mail on following e-mail addresses. [email protected] [email protected] DRAFT NOTIFICATION GSR ___________ New Delhi___________ 5-2011 In exercise of the powers conferred by sub section (1A) of section 81 of the Companies Act, 1956 read with section 642 of the said Act, the Central Government hereby makes the following rules in supersession of Unlisted Public Companies (Preferential Allotment) Rules, 2003. Short Title and Commencement 1. (i) These rules may be called Unlisted Public Companies (Preferential Allotment and Private Placement) Rules, 2011. (ii) They shall come into force on the date of their publication on Official Gazette. Applicability 2. These rules shall be a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n a General Meeting authorizing the Board of Directors to issue the same. The Special resolution shall be acted upon within a period of 12 months. (ii) The issuer company making an offer of securities shall make the disclosures in the offer documents as given in Annexure-I to this Rule. (iii) The offer document as stated in sub-para (ii) above shall be approved by the members in General Meetings by way of special resolution. (iv) The copy of special resolution passed in the General Meeting for issue of private placement alongwith copy of offer document shall be filed with the RoC as required under section 192(4) of the Act. Pricing 5. Where warrants are issued on a preferential basis with an option to apply for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e private placement or preferential allotment under these rules shall file a compliance certificate by practicing Chartered Accountant/ Company Secretary/ Cost Accountant with the office of Registrar along with return of allotment which will certify that preferential allotment/ private placement made is in accordance with these rules. Annexure-I DISCLOSURES IN THE OFFER DOCUMENT PURSUANT TO RULE 4(ii) OF THE RULE The following disclosures are mandatory to be make in addition to other disclosures, if any, company wishes to make in the offer document: 1. Name of issuer alongwith date and place of incorporation, address of registered office, telephone number, fax number and name of contract person, website address and e-mail add ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osure to the effect that all securities offered through the issue shall be made fully paid up or may be forfeited for non-payment of calls within 12 months from the date of allotment. 21. If the offer relates to issue of convertible/non-convertible debentures or other financial instrument, the complete details of nature of security, interest rates and terms of repayment etc. may be furnished. 22. If offer is for equity shares, whether any dividends are assured. 23. Brief details of the project for which issue is made and project appraisal conducted whether any weakness has been pointed out in appraisal report. 24. Schedule for implementation of project for which issue is made. 25. Earning per share and diluted earning per sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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