New Rules in respect of unlisted public companies preferential allotment/private placement

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....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 applicable to all unlisted public companies in respect of p....

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....ution 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 and get the shares allotted, the issuing company shall determine before hand the price of the resultant shares. ....

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.... 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 address. 2. Whether there has been any change in registered office address, if yes, the old address within 5 years may be stated. 3. Name of promoters a....