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

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....try by 20th June, 2011 by 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 Officia....

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....mpany unless authorized by its articles of association and unless a special resolution is passed by the members in 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 doc....

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....ed). Dematerialization of the Securities 7. All securities issued under preferential allotment or private placement shall be kept in Dematerialized form as required under Depositories Act, 1996. Compliance Certificate 8. Every company having made 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 o....

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....paid up share capital, alongwith number of securities, description and aggregate nominal value. 17.  Size of the present offer and proposed contribution of promoters, if any. 18.  Paid up capital (i) after the offer (ii) after conversion of convertible instrument (if applicable). 19.  Share premium account (before and after issue). 20.  Disclosure 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 re....