Rule 3 - Definitions. - Unlisted Public Companies (Preferential Allotment) Rules, 2003

Definitions.- 03. 1 [ (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 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; ] (2) Promoter means- (a) the person or persons who are in overall control of the company; and (b) the person or persons who hold themselves as promoters. Explanation .-Where a promoter of a company is a body corporate, the promoters of that body corporate shall also be deemed to be promoters of the company; (3) control shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner. ************* NOTES:- 1. Substituted vide NOTIFICATION NO. G.S.R.879 (E) dated 14-12-2011 before it was read as (1) Preferential Allotment includes issue of shares on preferential basis and/or through private placement made by a company in pursuance of a resolution passed under sub-section (1A) of section 81 of the Companies Act, 1956 and issue of shares to the promoters and their relatives either in public issue or otherwise.