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(PUBLI SHED I N THE GAZETTE OF I NDI A, EXTRAORDI NARY, PARTI

I , SECTI ON-3, SUB SECTI ON ( i) of dated the 14.12.2011)

GOVERNMENT OF I NDI A

MI NI STRY OF CORPORATE AFFAI RS

NOTI FI CATI ON

New Delhi;

The 14
th December,2011
G.S.R. (E).- In exercise of the power conferred by sub-section (1A)

of section 81, read with section 642, of the Companies Act, 1956 (1 of

1956), the Central Government hereby makes the following rules to amend

the Unlisted Public Companies (Prefrential Allotment) Rules, 2003, namely:-

1. (1) These rules may be called the Unlisted Public Companies (Prefrential

Allotment) Amendment Rules, 2011.

(2) They shall come into force on the date of their publication in the

Official Gazette.

2. In the Unlisted Public Companies (Prefrential Allotment) Rules, 2003

(hereinafter referred to as the said rules), in rule 3, for clause (1), the

following shall be substituted, namely: -

‘(1) “preferential allotment” means allotment of shares or any other

instrument convertible into shares including hybrid instruments convertible

into shares on preferential basis made pursuant to the provisions of subsection

(1A) of section 81 of the Companies Act, 1956;

Provided that the name

, father’s name, address and occupation of

“4. Special Resolution.

(1) No issue of Shares or any other instruments convertible into

shares including hybrids convertible into shares on a prefrential basis can be

made by a company unless authorised by its articles of association and

unless a special resolution passed by the member in a general meeting

authorising the Board of Directors to make such issue.

(2) The special resolution referred to in sub-rule (1) shall be acted

upon within a period of twelve months.

4. After rule 7 of the said rules, the following rule shall be inserted,

namely:-
-”.
“8. I nvitation and allotment of securities.-

(1) No fresh offer or invitation shall be made unless the allotment with

respect to any offer or invitation made earlier have been completed in terms

of sub-section (9) of section 60B of the Companies Act, 1956.

(2) Any offer or invitation not in compliance with sub-section (1A) of

Section 81 read with sub-section (3) of section 67 of the said Act, shall be

treated as a public offer and the provisions of the Securities Contracts

(Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board

of India Act, 1992 (15 of 1992) shall be complied with.

(3) All monies payable on subscription of securities shall be paid

through cheque or demand draft or other banking channels but not by cash.

(4) Any allotment of securities shall be completed within sixty days

from the receipt of application money and in case the company is not able to

allot the securities within the said period of sixty days, it shall repay the

application money within fifteen days thereafter, failing which it will be

required to be re-paid with interest at the rate of twelve percent per annum:

Provided that the monies received on such application shall be kept in a

separate bank account and shall not be utilised for any purpose other than

(i) for adjustment against allotment of securities; or

(ii) for the repayment of monies where the company is unable to

allot securities.
—
(5) No company offering securities shall release any public

advertisements or utilise any media, marketing or distribution channels or

agents to inform the public at large about such an offer

[No. F. 2/21/2011-CL V]

Sd/ -

Renuka Kumar

Joint Secretary to the Government of India

Note: - The principle rules were published in the Gazette of India,

Extraordinary, vide notification number G.S.R. 922(E), dated the 4
”.th
December, 2003.

persons to whom such allotment is proposed to be made shall be mentioned

in the resolution passed by the members under that sub-section:

Provided further that persons to whom such offer is proposed, shall

not be more than forty-nine as per the first proviso to sub-section (3) of

section 67 of the Companies Act, 1956;’.

3. For rule 4 of the said rules, the following shall be substituted, namely:-

Amit R Gupta